Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii)
... a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus.
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Termination.
The Underwriters may terminate this This Agreement
shall be subject to termination in the absolute discretion of the Representative, by notice given
by the Representatives to the Company
if, after the execution and prior to delivery of
this Agreement and
payment for the Securities, if at any time prior to
the Closing Date, such delivery and payment (i) trading
generally in the Company's Units, Common Stock or Warrants shall have been suspended
by the Commission, or
materially limited on, or by, ...as the case may be, any of trading in securities generally on the New York Stock Exchange or The the Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company Capital Market shall have been suspended or limited or minimum prices shall have been established on any such exchange or in any over-the-counter trading market, (iii) (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) authorities, (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other national or international calamity or crisis that, (including, without limitation, an act of terrorism) or change in economic or political conditions the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable Representative, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (iv) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Final Prospectus. earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business, (v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States.
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Termination.
The Underwriters may terminate this This Agreement
shall be subject to termination in the absolute discretion of the Underwriter, by notice given
by the Representatives to the Company
if, after the execution and prior to delivery of
this Agreement and
payment for the Securities, if at any time prior to
such delivery and payment any of the
Closing Date, following has occurred: (i) trading
generally in the Company's Units, Common Stock or Warrants shall have been suspended
or materially limited on..., or by, as by the case may be, any of Commission; (ii) trading in securities generally on the New York Stock Exchange or The the Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company Capital Market shall have been suspended or limited or minimum prices shall have been established on any such exchange or in any over-the-counter trading market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) authorities, (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other national or international calamity or crisis that, (including, without limitation, an act of terrorism) or change in economic or political conditions the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable Underwriter, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (v) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business, (vi) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States. 32 10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Final Prospectus. Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.
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Termination.
The Underwriters may terminate this This Agreement
shall be subject to termination in the absolute discretion of the Representatives, by notice given
by the Representatives to the Company
if, after the execution and prior to delivery of
this Agreement and
payment for the Securities, if at any time prior to
such delivery and payment any of the
Closing Date, following has occurred: (i) trading
generally in the Company's Units, Common Stock or Warrants shall have been suspended
by the Commission, o
...r materially limited on, or by, as the case may be, any of trading in securities generally on the New York Stock Exchange or The the Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company Capital Market shall have been suspended or limited or minimum prices shall have been established on any such exchange or in any over-the-counter 33 trading market, (iii) (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) authorities, (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other national or international calamity or crisis that, (including, without limitation, an act of terrorism) or change in economic or political conditions the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (iv) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Final Prospectus. earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business, (v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States.
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Termination.
The Underwriters may terminate this This Agreement
shall be subject to termination in the absolute discretion of the Representative, by notice given
by the Representatives to the Company
if, after the execution and prior to delivery of
this Agreement and
payment for the Securities, if at any time prior to
the Closing Date, such delivery and payment (i) trading
in the Company's Units, Ordinary Shares or Warrants shall have been suspended by the Commission or New York Stock Exchange (or successor ...trading market) or trading in securities generally on New York Stock Exchange (or successor trading market) shall have been suspended or materially limited on, or by, as minimum prices shall have been established on such exchange or trading market, (ii) the case may be, any Company shall not have obtained authorization for quotation of the Ordinary Shares, Warrants or Units on the New York Stock Exchange or The Nasdaq Global Market, (ii) (or successor trading of any securities issued or guaranteed by the Company market), (iii) a banking moratorium shall have been suspended on any exchange declared either by U.S. federal or in any over-the-counter market, (iii) New York State authorities, (iv) there shall have occurred a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other national or international calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable Representative, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Statutory Prospectus or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto).
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Termination. The
Underwriters Representatives may terminate this Agreement
by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and at any time at or prior to the Closing
Date, Date (i)
trading generally shall have been suspended if there has been, since the time of execution of this Agreement or
materially limited on, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospe...ctus, any material adverse change or by, as any development that could reasonably be expected to result in a material adverse change in the case may be, any condition (financial or otherwise), earnings, results of operations, business or properties of the New York Stock Exchange Company 24 and its subsidiaries considered as one enterprise, whether or The Nasdaq Global Market, not arising in the ordinary course of business, (ii) trading of if there has occurred any securities issued or guaranteed by material adverse change in the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services financial markets in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred the international financial markets, any outbreak of hostilities or escalation of hostilities, thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial markets or any calamity or crisis that, economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with market the offer, Securities or to enforce contracts for the sale or delivery of the Securities Securities, (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the NASDAQ Global Select Market, or if trading generally on the terms and New York Stock Exchange or in the manner contemplated NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the Financial Industry Regulatory Authority, Inc. ("FINRA") or any other governmental authority, (iv) a material disruption has occurred in commercial banking or securities or clearance, settlement or trading services in the Registration Statement, the General Disclosure Package United States, or the Final Prospectus. (v) if a banking moratorium has been declared by Federal, New York or California authorities.
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Termination.
The Underwriters may terminate this This Agreement
shall be subject to termination in the absolute discretion of the Representatives, by notice given
by the Representatives to the Company
if, after the execution and prior to delivery of
this Agreement and
payment for the Securities, if at any time prior to
such delivery and payment any of the
Closing Date, following has occurred: (i) trading
generally in the Company's Units, Common Stock or Warrants shall have been suspended
by the Commission, o
...r materially limited on, or by, as the case may be, any of trading in securities generally on the New York Stock Exchange or The the Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company Capital Market shall have been suspended or limited or minimum prices shall have been established on any such exchange or in any over-the-counter trading market, (iii) (i) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) authorities, (i) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other national or international calamity or crisis that, (including, without limitation, an act of terrorism) or change in economic or political conditions the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (i) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Final Prospectus. earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business, (i) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (i) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States.
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Termination.
a) Termination; General. The Underwriters may terminate this
Agreement Agreement, by notice
given by the Representatives to the
Company if, after Company, at any time at or prior to a Closing Date (i) if there has been, since the
time of execution
and delivery of this Agreement
and prior to or since the
Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, respective dates as
the case may be, any of
the New York Stock Exchange or The Nasdaq Global Market,... (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, which information is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated given in the Registration Statement, the General Disclosure Package and the Final Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the Final Prospectus. international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange or the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by said exchange or by such system or by order of the Commission, FINRA or any other governmental authority having jurisdiction, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities. 21 b) Liabilities. If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 7 hereof, and provided further that Sections 2, 5(k), 8 and 11 shall survive such termination and remain in full force and effect.
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Termination. The
obligations of the Underwriters
may terminate this Agreement by notice given by hereunder shall be subject to termination in the
Representatives to absolute discretion of the
Company if, after the execution and delivery of this Agreement and Representatives, at any time prior to the
Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, time of purchase or, if applicable, each additional time of purchase, (a) if any of the
New York ...Stock Exchange conditions specified in Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, (b) if any material and adverse change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise), or any development involving a material and adverse change occurs (financial or otherwise) (in each case, other than as disclosed in, or incorporated by reference into, the Registration Statement, the General Disclosure Package, and the Prospectus as of the Applicable Time (exclusive of any securities issued supplement thereto)), in the condition (financial or guaranteed by otherwise), results of operations, business, properties or prospects of the Company shall have been suspended on any exchange and the Subsidiaries, taken as a whole, whether or not arising in any over-the-counter market, (iii) a material disruption the ordinary course of business, which would, in securities settlement, payment or clearance services in the sole judgment of the Representatives, make it impracticable to market the Offered Securities, (c) if (i) the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal war in accordance with its constitutional processes or New York State authorities or (v) there shall have has occurred any an outbreak or escalation of hostilities, hostilities or any change in financial markets other national or any international calamity or crisis that, or change or development in economic, political or other conditions the effect of which, or (ii) any material adverse change in the judgment financial markets of the Representatives, United States or the international financial markets is material and adverse and which, singly or together with any other event specified in this clause (v), makes such as to make it, in the reasonable judgement sole judgment of the Representatives, impracticable or inadvisable to proceed with market the offer, Offered Securities or enforce contracts for the sale or delivery of the Securities Offered Securities, (d) if trading in any securities of the Company has been suspended or materially limited by the Commission or by the NYSE, or if trading generally on the terms and NYSE has been suspended, materially limited (including an automatic halt in trading pursuant to market- decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or by order of the Commission or any other governmental authority, (e) if a banking moratorium shall have been declared by New York or United States authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the manner contemplated United States, or (f) if there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the Registration Statement, rating accorded any securities of or guaranteed by the General Disclosure Package Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Final Prospectus. Exchange Act. 24 If the sale to the Underwriters of the Offered Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 2, 3(n), 4, 8 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Sections 8 and 9 hereof) or to one another hereunder.
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Termination. The
obligations of the Underwriters
may terminate this Agreement by notice given by hereunder shall be subject to termination in the
Representatives to absolute discretion of the
Company if, after the execution and delivery of this Agreement and Representatives, at any time prior to the
Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, time of purchase or, if applicable, each additional time of purchase, (a) if any of the
New York ...Stock Exchange conditions specified in Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, (b) if any material and adverse change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise), or any development involving a material and adverse change occurs (financial or otherwise) (in each case, other than as disclosed in, or incorporated by reference into, the Registration Statement, the General Disclosure Package, and the Prospectus as of the Applicable Time (exclusive of any securities issued supplement thereto)), in the condition (financial or guaranteed by otherwise), results of operations, business, properties or prospects of the Company shall have been suspended on any exchange and the Subsidiaries, taken as a whole, whether or not arising in any over-the-counter market, (iii) a material disruption the ordinary course of business, which would, in securities settlement, payment or clearance services in the sole judgment of the Representatives, make it impracticable to market the Offered Securities, (c) if (i) the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal war in accordance with its constitutional processes or New York State authorities or (v) there shall have has occurred any an outbreak or escalation of hostilities, hostilities or any change in financial markets other national or any international calamity or crisis that, or change or development in economic, political or other conditions the effect of which, or (ii) any material adverse change in the judgment financial markets of the Representatives, United States or the international financial markets is material and adverse and which, singly or together with any other event specified in this clause (v), makes such as to make it, in the reasonable judgement sole judgment of the Representatives, impracticable or inadvisable to proceed with market the offer, Offered Securities or enforce contracts for the sale or delivery of the Securities Offered Securities, (d) if trading in any securities of the Company has been suspended or materially limited by the Commission or by the NYSE, or if trading generally on the terms and NYSE has been suspended, materially limited (including an automatic halt in trading pursuant to market- decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or by order of the Commission or any other governmental authority, (e) if a banking moratorium shall have been declared by New York or United States authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the manner contemplated United States, or (f) if there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the Registration Statement, rating accorded any securities of or guaranteed by the General Disclosure Package Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Final Prospectus. Exchange Act. 23 If the sale to the Underwriters of the Offered Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 2, 3(n), 4, 8 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Sections 8 and 9 hereof) or to one another hereunder.
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Termination.
The Underwriters may terminate this This Agreement
shall be subject to termination in the absolute discretion of J.P. Morgan, by notice given
by the Representatives to the Company
if, after the execution and prior to delivery of
this Agreement and
payment for the Securities, if at any time prior to
the Closing Date, such time (i) trading
in any securities generally
shall have been suspended or
materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Glob...al Market, (ii) trading of any securities issued or guaranteed by the Company or any Guarantor on the New York Stock Exchange or the NASDAQ Global Market shall have been suspended or materially limited or minimum prices shall have been established on any such exchange or in any over-the-counter market, (iii) the NASDAQ Global Market; (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal U.S. federal or New York State authorities state authorities; or (v) (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war or any other calamity or crisis that, the effect of which on financial markets is such as to make it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable J.P. Morgan, impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or the Final Prospectus. supplement thereto).
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