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 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 200663), including a
prospectus, relating prospectus ("Base Prospectus") to
be used in connection with the
Shares. public offering and sale from time to time of the debt securities of the Company.... Such registration statement, as amended at as of the time it became effective, date hereof, 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"; any preliminary prospectus supplement to the Base Prospectus that describes the Securities and as the offering thereof and is used herein, prior to the filing of the Prospectus is called, together with the Base Prospectus, a "Preliminary Prospectus"; and the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement relating to the Securities, together with the Commission Base Prospectus, that is first filed pursuant to Rule 424(a) 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by 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. parties hereto. 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), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the The term "Pricing Disclosure Package"): a Package" shall mean (i) the Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" June 6, 2016, (ii) the Final Term Sheet (as defined pursuant to herein), (iii) any other issuer free writing prospectuses as defined in Rule 405 433 under the Securities Act) listed Act (each, an "Issuer Free Writing Prospectus"), if any, identified on Annex A hereto. Schedule 4 hereto and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package. "Applicable Time" means 7:00 3:21 P.M., New York City time, on October 21, 2020. June 6, 2016.
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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. Units and the Warrants and Ordinary Shares included therein. Such registration statement, as amended at the time it became effective, i
...ncluding 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. 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. November [__], 2021. 3 "Applicable Time" means 7:00 P.M., [[_] A/P.M. ], New York City time, on October 21, 2020. November [__], 2021.
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Registration Statement.
The Company Parent 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 February 24, 2014 (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 its 5.875% Senior Notes due 2019 (the "Existing Notes") issued pursuant to the indenture dated May 17, 2011, by and among the Issuer, Parent, the other guarantors party thereto, Wilmington Trust Company and Deutsche Bank Trust Company Americas, to repay a portion of the Issuer's tranche A term loan under its Amended and Restated Credit Agreement, dated as of March 1, 2013, among the Issuer, the guarantors party thereto and J.P. Morgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, 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 has Issuer and the Guarantor have 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 an automatic shelf registration statement on Form
S-3 S-3ASR (File No.
333-232488), 333-203760-01), including a prospectus, relating to the
Shares. Securities. Such registration statement, as
amended at of the time it became ef
...fective, 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 the Registration Statement (and any amendments thereto) before effectiveness, the Time of Sale, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at immediately prior to the time Time of its effectiveness Sale that omits Rule 430 Information, Information (the "Base Prospectus") and the preliminary prospectus supplement, dated May 20, 2015, relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act that amends or supplements the Base Prospectus; and the term "Prospectus" means the final prospectus supplement, to be dated May 20, 2015 (together with the Base 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, 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 2:10 P.M., London time, on May 20, 2015, 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 (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus dated October May 20, 2020 2015, and each "free-writing prospectus" Issuer Free Writing Prospectus (as defined pursuant to Rule 405 under the Securities Act) below) listed on Annex A A(i) hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. The Issuer intends to lend the net proceeds of the offering of the Securities to one or more subsidiaries of the Guarantor, which in turn will result in the repayment of a portion of the current balance of the Guarantor's revolving credit facility and the financing for the Guarantor's acquisition of certain assets of Bang & Olufsen with the balance, if any, to be used by such subsidiaries for general corporate purposes.
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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission")
an automatic shelf registration statement on Form S-3, File No. 333-211204, including a base prospectus (the "Base Prospectus") to be used in connection with the public offering and sale of certain securities, including the Shares. Such registration statement (the "Registration Statement"), as of any time, means such registration statement as amended by any post-effective amendments thereto to such ...time, including the financial statements, exhibits and schedules thereto at such time and the documents incorporated or deemed to be incorporated by reference therein pursuant to Rule 430B under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating Act"). The preliminary prospectus supplement dated August 4, 2016 describing the Shares and the offering thereof (the "Preliminary Prospectus Supplement"), together with the Base Prospectus, is called the "Preliminary Prospectus," and the Preliminary Prospectus and any other prospectus supplement to the Shares. Such registration statement, as amended at Base Prospectus in preliminary form that describes the time it became effective, including Shares and the information, if any, deemed pursuant offering thereof and is used prior to Rule 430A, 430B or 430C under the Securities Act to be part filing of the registration statement at the time of its effectiveness ("Rule 430 Information"), Prospectus (as defined below) is referred to herein as the "Registration Statement"; and as called a "preliminary prospectus." As used herein, the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement to the Base Prospectus that describes the Shares and the offering thereof (the "Final Prospectus Supplement"), together 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 Base Prospectus, in the form first used (or by the Underwriters to confirm sales of the Shares or in the form first made available upon request to the Underwriters by the Company to meet requests 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 Act. References in this underwriting agreement (this "Agreement") 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. References in this Agreement to the Registration Statement, any the 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, (collectively, the "Pricing Disclosure Package"): a the Preliminary Prospectus dated October 20, 2020 and August 4, 2016, each "free-writing "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A B hereto and the information listed on Annex C hereto. "Applicable Time" means 7:00 6:15 P.M., New York City time, on October 21, 2020. August 4, 2016.
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Registration Statement. The Company has
prepared and filed with the Securities and Exchange Commission (the "Commission")
a registration statement on Form S-3 (No. 333-224692), covering the registration of the Shares under the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder (collectively, the amended (the "Securities
Act"), a Act"). The registration statement
on Form S-3 (File No. 333-232488), including a prospectus, relating to (including the
Shares. Such registration sta...tement, exhibits thereto and schedules thereto, if any) as amended at the time it became effective, including or, if a post-effective amendment has been filed with respect thereto, as amended by such post-effective amendment at the information, if any, time of its effectiveness (including in each case the information (if any) deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the such registration statement at the time of its effectiveness ("Rule 430 Information"), pursuant to Rule 430A under the Securities Act), is hereinafter referred to herein as the "Registration Statement"; Statement." The term "Effective Date" shall mean each date that the Registration Statement and as used herein, any post-effective amendment or amendments thereto became or become effective. The term "Base Prospectus" shall mean the term prospectus contained in the Registration Statement at the Effective Date. "Preliminary Prospectus" means each any preliminary prospectus included in such registration statement (and any amendments thereto) before effectiveness, any supplement to the Base Prospectus used prior to the filing of the Prospectus, together with the Base Prospectus; the term "Prospectus" means the final prospectus supplement to the Base Prospectus first filed with the Commission pursuant to Rule 424(a) 424(b) under the Securities Act and Act, together with 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 Base Prospectus. Any registration statement filed pursuant to Rule 462(b) under the Securities Act (the is herein referred to as the "Rule 462 462(b) Registration Statement"), then any reference herein to Statement," and after such filing the term "Registration Statement" shall be deemed to include such the Rule 462 462(b) Registration Statement. Any reference in For purposes of this underwriting agreement (this "Agreement") Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the Prospectus foregoing shall be deemed to refer to and include the documents incorporated by reference therein copy filed with the Commission 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, its Electronic Data Gathering, Analysis 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. Retrieval system ("EDGAR"). 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 June 4, 2018 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 5:30 P.M., New York City time, on October 21, 2020. June 4, 2018.
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Registration Statement.
The Company A registration statement on Form S-3 (Registration No. 333-164611), including a prospectus (the "Base Prospectus") relating to the Securities, has
prepared and been filed with the Securities and Exchange Commission (the "Commission") under
1 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. 333-23...2488), 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 January 7, 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. 333-186257), including a prospectus (the "Base Prospectus") relating to the Securities, has
prepared and been 1 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. 333-23...2488), 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 August 6, 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 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
("Rules and Regulations") of the Commission thereunder (collectively, the "Securities Act"), a registration statement
on Form S-3 (File No.
333-232488), 333-187606), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deem
...ed 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"; Statement". As used in this underwriting agreement (this "Agreement"): (a) "Applicable Time" means 5:30 P.M., New York City time, on February 11, 2014; (b) "Effective Date" means any date as of which any part of the Registration Statement became effective under the Securities Act in accordance with the Rules and Regulations; (c) "General Use Issuer Free Writing Prospectus" means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors as evidenced by its being so specified in Annex A to this Agreement; (d) "Issuer Free Writing Prospectus" means any "free writing prospectus" (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used herein, or referred to by the term Company in connection with the offering of the Shares; (e) "Preliminary Prospectus" means each the base prospectus included in such registration statement (and the Registration Statement together with any amendments thereto) before effectiveness, any preliminary prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(a) under 424(b) of the Securities Act Act; (f) "Pricing Disclosure Package" means, as of the Applicable Time, the most recent Preliminary Prospectus dated February 10, 2014 together with any General Use Issuer Free Writing Prospectus filed or used by or on behalf of the Company on or before the Applicable Time as permitted by this Agreement and the information, if any, included on Exhibit D hereto; and (g) "Prospectus" means the base prospectus included in the Registration Statement at together with the time of its effectiveness that omits Rule 430 Information, and final prospectus supplement relating to the term "Prospectus" means Shares filed with the prospectus in the form first used (or made available upon request of purchasers Commission pursuant to Rule 173 under 424(b) of 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. Act. 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, and any be. Any reference to "amend," "amendment" or "supplement" with respect the "most recent Preliminary Prospectus" shall be deemed to refer to the base prospectus included in the Registration Statement, together with the latest preliminary prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents document 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"), after the "Exchange Act") that are deemed to be date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference therein. Capitalized terms used but not defined herein in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall have be deemed to include any annual report of the meanings given Company on Form 10-K filed with the Commission pursuant to such terms Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference 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. Statement.
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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
1 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. 333-23...2488), 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 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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