Common use of Covenant of the Underwriters Clause in Contracts

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d).thereunder, but for the action of the Underwriter

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants The Underwriters covenant with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. (a) Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly jointly, covenants with the Company and the Issuers not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants The Underwriters covenant with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of such Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company and Guarantor not to take any action that would result in the Company or the Guarantor being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)or the Guarantor thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus (other than the Final Term Sheet) prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of such Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actionsaction, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter and not to use or refer to any free writing prospectus without the prior written consent of the Company.

Covenant of the Underwriters. Each Underwriter severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) promulgated under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d).thereunder, but for the action of the Underwriter

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of or used by such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly The Underwriters covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants The Underwriters covenant with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally severally, and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company and each Selling Stockholder not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter it that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants The Underwriters covenant with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants The Underwriters through the Representatives covenant with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants The Underwriters covenant with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities 1933 Act a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly covenants jointly, agrees with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter covenants with the Company, severally and not jointly covenants with the Company jointly, not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d)Underwriter.

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter Underwriters that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company and the Selling Stockholder not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter covenants with the Company, severally and not jointly covenants with the Company jointly, not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such the Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of such Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter severally and not jointly jointly, covenants with the Company Issuers not to take any action that would result in the Company any Issuer being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by such Issuer thereunder, but for the Company under Rule 433(d)action of the Underwriter.

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of such Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(dthereunder, but for the action of the Underwriter. For the avoidance of doubt, this Section 7 shall not restrict the dissemination by the Underwriters of the June 2 Issuer FWP (as defined below).

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a 21 free writing prospectus prepared by or on behalf of such Underwriter the Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company and RGF LLC not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a “free writing prospectus prospectus” prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of such Underwriter.

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with each of the Company and each Selling Stockholder not to take any action that would result in the Company or such Selling Stockholder being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)or such Selling Stockholder thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter. For the avoidance of doubt, this Section 7 shall not restrict the dissemination by the Underwriters of the January 26 Issuer FWP.

Covenant of the Underwriters. Each Underwriter The Underwriters, severally and not jointly covenants jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants The Underwriters covenant with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter Underwriters that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of such Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required [PAGE] to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter Underwriter, severally and not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d).thereunder, but for the action of the Underwriter

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).. 20

Covenant of the Underwriters. Each Underwriter The Underwriters, severally and not jointly covenants jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter Underwriters that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriters.

Covenant of the Underwriters. Each Unless the Compxxx xxxxxxxx xrior written consent, each Underwriter severally and severally, but not jointly jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to to, without the prior consent of the Company, take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d).thereunder, but for the action of the Underwriter

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company (assuming it was not an ineligible issuer as defined under Rule 405 of the Securities Act) being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action without the Company’s prior written consent that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder, but for the action of the Underwriter. For the avoidance of doubt, this Section 7 shall not restrict the dissemination by the Underwriters of the November 8 Issuer FWP.

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).. 28

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to prepare and file a prospectus under Irish or European prospectus law or file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, not be required to be filed by the Company under Rule 433(d)thereunder but for the action of the Underwriter.