Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C
...under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement. The
Company Issuer has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form
S-3 S-3ASR (File No.
333-232488), 333-185558), including a prospectus, relating to the
Shares. Securities. Such registration statement, as amended at the time it
became becomes effective, including the information, if a
...ny, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), insofar as it relates to the issuance and sale of the Securities, is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each the prospectus included in such registration statement (and any amendments thereto) before effectiveness, at the time it became effective, and any prospectus relating to the Securities filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, Act, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Securities. Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, be and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 March 2, 2015 (including the base prospectus included therein), and each "free-writing "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. The Issuer intends to use the proceeds of the offering of the Securities to redeem Delphi Corp's 6.125% Senior Notes due 2021 (the "Existing Notes") issued pursuant to the indenture dated May 17, 2011, by and among Delphi Corp, the Issuer, as a guarantor, the other guarantors party thereto, Wilmington Trust Company and Deutsche Bank Trust Company Americas, and for -2- general corporate purposes and to pay related fees and expenses. The issuance and sale of the Securities and the use of proceeds therefrom (other than for general corporate purposes) are referred to herein as the "Transactions".
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Registration Statement.
The Company A registration statement on Form S-3 (Registration No. 333-186257), including a prospectus (the "Base Prospectus") relating to the Securities, has
prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"),
a and has become effective under the Securities Act. Such registration
statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 8, 2013, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement.
The Company A registration statement on Form S-3 (Registration No. 333-229396), including a prospectus (the "Base Prospectus") relating to the Securities, has
prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"),
a and has become effective under the Securities Act. Such registration
statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 March 4, 2020, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement. The
Company Issuer has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form
S-3 S-3ASR (File No.
333-232488), 333-207700), including a prospectus, relating to the
Shares. Securities. Such registration statement, as amended at the time it
became becomes effective, including the information, if a
...ny, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), insofar as it relates to the issuance and sale of the Securities, is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each the prospectus included in such registration statement (and any amendments thereto) before effectiveness, at the time it became effective, and any prospectus relating to the Securities filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, Act, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Securities. Any reference in this underwriting agreement Underwriting Agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, be and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 August 31, 2016 (including the base prospectus included therein), and each "free-writing "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. -2- The Issuer intends to use the proceeds of the offering of the Securities to redeem Delphi Corp's 5.00% Senior Notes due 2023 (the "Existing Notes") issued pursuant to the indenture dated February 14, 2013, by and among Delphi Corp, the Issuer, as a guarantor, the other guarantors party thereto, Wilmington Trust Company and Deutsche Bank Trust Company Americas, and for general corporate purposes and to pay related fees and expenses. The issuance and sale of the Securities and the use of proceeds therefrom (other than for general corporate purposes) are referred to herein as the "Transactions".
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Registration Statement.
The Company A registration statement on Form S-3 (Registration No. 333-186257), including a prospectus (the "Base Prospectus") relating to the Securities, has
prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"),
a and has become effective under the Securities Act. Such registration
statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus Prospectus, or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer on or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus, or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 January 29, 2012, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement. The Company has prepared and filed with the
Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement
on Form S-3 (File No.
333-232488), 333-____), including a prospectus, relating to the
Shares. Public Units and the Public Warrants and Ordinary Shares included therein. Such registration statement, as amended at the time it became eff
...ective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Public Units. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. [__], 2021. 3 "Applicable Time" means 7:00 P.M., [[_] A/P.M. ], New York City time, on October 21, 2020. [____] [__], 2021.
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Registration Statement.
The Company A registration statement on Form S-3 (Registration No. 333-229396), including a prospectus (the "Base Prospectus") relating to the Securities, has
prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"),
a and has become effective under the Securities Act. Such registration
statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 5 2020, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement.
The Company A registration statement on Form S-3 (Registration No. 333-186257), including a prospectus (the "Base Prospectus") relating to the Securities, has
prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"),
a and has become effective under the Securities Act. Such registration
statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer on or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus, or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 August 7, 2014, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement.
The Company A registration statement on Form S-3 (Registration No. 333-229396), including a prospectus (the "Base Prospectus") relating to the Securities, has
prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"),
a and has become effective under the Securities Act. Such registration
statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer on or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 January 5, 2022, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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Registration Statement.
The Company A registration statement on Form S-3 (Registration No. 333-186257), including a prospectus (the "Base Prospectus") relating to the Securities, has
prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"),
a and has become effective under the Securities Act. Such registration
statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer on or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus, or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 March 5, 2015, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.
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