Modification of Basic Provisions. 1. In the second sentence of the third paragraph of the Basic Provisions delete the word “electronic” prior to the word “delivery” and add the words “or conveyance” immediately following “delivery”.
Modification of Basic Provisions. 1. The words “Representative” and “Representatives” shall be deemed to be the word “Underwriter” and reference to “Underwriters” shall be revised as appropriate in the particular context to be a reference to the single Underwriter.
Modification of Basic Provisions. 1. Replace the last sentence of Section 1(c) of the Basic Provisions with, “Each Permitted Free Writing Prospectus does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus.”
Modification of Basic Provisions. A. Throughout the Basic Provisions, change all references to "Representative" to "Representatives."
Modification of Basic Provisions. 1. In subparagraph 6(c)(vi), delete the word “nor” and insert the word “not”.
Modification of Basic Provisions. 0.Xx the end of the first sentence of subparagraph (k) of Section 1 of the Basic Provisions, add the following: “, provided that in making the forgoing representation, the Company assumes that the Underwriters comply with the requirements of the foreign laws described in the Prospectus under the headings “Notices to Investors-European Economic Area,” “Notices to Investors-United Kingdom,” “Notices to Investors-Japan,” “Notices to Investors-Australia” and “Notices to Investors-Canada.” a.” 2. Add the following subparagraph after Section 6(i) of the Basic Provisions: “(j) Shearman & Sterling LLP, counsel for the Company, shall have furnished to the Underwriters a written opinion, dated the Time of Delivery for the Designated Securities, in form and substance satisfactory to the Underwriters to the effect that: The description of the U.S. federal income tax consequences set forth in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations,” insofar as such description constitutes a statement of U.S. federal income tax law or legal conclusions and subject to the limitations and conditions described therein, is accurate in all material respects.” 3. Add the following section after Section 19 of the Basic Provisions: “20. (i) In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
Modification of Basic Provisions. 1. At the end of the first sentence of subparagraph (k) of Section 1 of the Basic Provisions, add the following: “, provided that in making the forgoing representation, the Company assumes that the Underwriters comply with the requirements of the foreign laws described in the Prospectus under the headings “Notices to Investors—European Economic Area,” “Notices to Investors—United Kingdom,” “Notices to Investors—Japan,” “Notices to Investors—Australia,” “Notices to Investors—Canada,” “Notices to Investors—Taiwan” and “Notices to Investors—Singapore.” 2. Add the following paragraph after the last paragraph in Section 6(c) of the Basic Provisions: “In rendering the foregoing opinions set forth in Section 6(c) above, in the case of an opinion rendered by the General Counsel or Vice President, Legal Services of the Company, such counsel may state that (i) such counsel does not express any opinion concerning any law other than the laws of the State of New York and the federal laws of the United States of America and (ii) with respect to all matters of the laws of the State of New York, such counsel has received advice, satisfactory to such counsel, from New York counsel in the Law Department of the Company admitted in such jurisdiction.”
Modification of Basic Provisions. 1. At the end of the first sentence of subparagraph (k) of Section 1 of the Basic Provisions, add the following: “, provided that in making the forgoing representation, the Company assumes that the Underwriters comply with the requirements of the foreign laws described in the Prospectus under the headings “Notices to Investors—European Economic Area,” “Notices to Investors—United Kingdom,” “Notices to Investors—Japan,” “Notices to Investors—Australia,” “Notices to Investors—Canada” and “Notices to Investors—Taiwan.” 2. Add the following paragraph after the last paragraph in Section 6(c) of the Basic Provisions: “In rendering the foregoing opinions set forth in Section 6(c) above, in the case of an opinion rendered by the General Counsel or Vice President, Legal Services of the Company, such counsel may state that (i) such counsel does not express any opinion concerning any law other than the laws of the State of New York and the federal laws of the United States of America and (ii) with respect to all matters of the laws of the State of New York, such counsel has received advice, satisfactory to such counsel, from New York counsel in the Law Department of the Company admitted in such jurisdiction." 3. Add the following subparagraph after Section 6(i) of the Basic Provisions: “(j) Shearman & Sterling LLP, counsel for the Company, shall have furnished to the Underwriters a written opinion, dated the Time of Delivery for the Designated Securities, in form and substance satisfactory to the Underwriters to the effect that: The description of the U.S. federal income tax consequences set forth in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations,” insofar as such description constitutes a statement of U.S. federal income tax law or legal conclusions and subject to the limitations and conditions described therein, is accurate in all material respects.” Exhibit 1
Modification of Basic Provisions. 1. Add to the end of subparagraph 1(c) the following: “Each Permitted Free Writing Prospectus does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus.”
Modification of Basic Provisions. 1. At the end of the first sentence of subparagraph (k) of Section 1 of the Basic Provisions, add the following: “, provided that in making the forgoing representation, the Company assumes that the Underwriters comply with the requirements of the foreign laws described in the Prospectus under the headings “Notices to Investors—European Economic Area,” “Notices to Investors—United Kingdom,” “Notices to Investors—Japan,” “Notices to Investors—Australia,” “Notices to Investors—Canada,” “Notices to Investors—Taiwan” and “Notices to Investors—Singapore.” 2. Add the following at the end of Section 4(e) of the Basic Provisions: “For the avoidance of doubt, such restriction in clause (i) above shall not apply to the offer or sale by the Company of its 5.90% Debentures, Series 2023 C.” 3. Add the following paragraph after the last paragraph in Section 6(c) of the Basic Provisions:
