Common use of Prospectus Clause in Contracts

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any a Registration Statement (including, without limitation, any prospectus subject to completion and or deemed a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities ActShelf Registration Statement), as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference into such Prospectus and, in such Prospectusrespect of any Shelf Registration Statement, including for the avoidance of doubt any “issuer free writing prospectus” within the meaning of Rule 433 of the Securities Act.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement ----------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 433 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material materials incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule Rules 430A under the Securities Act and any term sheet filed pursuant to Rule 434 or 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Transfer Restricted Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to “issuer free writing prospectus” as defined in Rule 434 433 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed promulgated pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Transfer Restricted Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusany such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference reference, if any, in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectussuch prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the resale of any of the Transfer Restricted Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusany such prospectus, including post-effective amendments, and all material materials incorporated by reference or deemed to be incorporated by reference reference, if any, in such Prospectusprospectus.

Prospectus. The prospectus included in any the Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the resale of any of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusany such prospectus, including post-effective amendments, and all material materials incorporated by reference or deemed to be incorporated by reference reference, if any, in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 or 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The A prospectus included in a Registration Statement, including any Registration Statement (includingpreliminary prospectus, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), such prospectus as amended or supplemented by any prospectus supplementsupplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and by all other amendments and supplements to the Prospectussuch prospectus, including post-effective amendments, and in each case including all material incorporated by reference or deemed to be incorporated by reference in such Prospectustherein.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B under the Securities Act and any term sheet filed pursuant to Rule 434 433 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any a Shelf Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed promulgated pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in into such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any a Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B under the Securities Act and any term sheet filed pursuant to Rule 434 433 under the Securities Act), as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in into such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 433 under the Securities Act), as amended or supplemented by any prospectus supplementsupplement or free writing prospectus, and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any an amendment or prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplementsupplement filed by the Company with the SEC, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements filed by the Company with the SEC to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Units covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to "issuer free writing prospectus" as defined in Rule 434 433 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed or Rule 430B promulgated pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Transfer Restricted Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusany such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference reference, if any, in such Prospectusprospectus.

Prospectus. The prospectus included in any a Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in into such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 433 under the Securities Act), as amended or supplemented by any prospectus supplementsupplement or free writing prospectus, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, including without limitation, any prospectus subject to completion and limitation a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement ---------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Entitled Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 (as amended or replaced) under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any the Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any a Registration Statement (including, without limitation, any prospectus subject to completion and or deemed a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities ActShelf Registration Statement), as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference into such Prospectus and, in such Prospectusrespect of any Shelf Registration Statement, including for the avoidance of doubt any “issuer free writing prospectus” within the meaning of Rule 433 under the Securities Act.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectussuch prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The the prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement Registration Statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material materials incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectussuch prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus (including any preliminary prospectus and any final prospectus) included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act)Statement, as amended or supplemented by any free writing prospectus, whether or not required to be filed with the SEC, prospectus supplement, supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and by all other amendments and supplements to the Prospectus, including post-effective amendmentsprospectus, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any a Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement Registration Statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in into such Prospectus.

Prospectus. The prospectus included in any Registration Statement ---------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference refer- ence or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus Prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, amendments and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to or Rule 434 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-post- effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and or any term sheet filed pursuant to meeting the requirements of Rule 434 under the Securities Act434), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, including, without limitation, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Such Prospectus and any amendments or supplements shall comply with the Securities Act.

Prospectus. The Any prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act)Statement, as amended or supplemented by any prospectus supplement, or to which a Term Sheet (as defined in Rule 434 under the Securities Act) relates, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, amendments and all material incorporated by reference or deemed to be materials incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement or of the Exchange Notes, as the case may be, and all other amendments and supplements to the Prospectus, including post-effective amendments, amendments and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any the Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed promulgated pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, including, without limitation, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 430(A) under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed promulgated pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the resale of any Transfer Restricted Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusany such prospectus, including post-effective amendments, and all material materials incorporated by reference or deemed to be incorporated by reference reference, if any, in such Prospectusprospectus.

Prospectus. The the prospectus included in any a Shelf Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under promulgated pursuant to the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Actpreliminary prospectus), as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in into such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, including post-post- effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the resale of any of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusany such prospectus, including post-effective amendments, and all material materials incorporated by reference or deemed to be incorporated by reference reference, if any, in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the offering of any portion of the Series B Notes and/or the Transfer Restricted Securities (as applicable), covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.the

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 or 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, including without limitation, any prospectus subject to completion and limitation a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, such prospectus (including post-effective amendments), and all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Exchange Notes or the Transfer Restricted Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement ---------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the resale of any of the Transfer Restricted Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusany such prospectus, including post-effective amendments, and all material materials incorporated by reference or deemed to be incorporated by reference reference, if any, in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement ---------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement ----------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended Page 57 of 106 or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement ---------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, amendments and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement registration statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and 430A) or for use in any term sheet filed pursuant to Rule 434 under the Securities Act)public offering, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Parent Shares and all other amendments and supplements to the Prospectussuch prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 43OA promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to such prospectus and, to the Prospectusextent applicable, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendmentsamendments and any free writing prospectus (as defined in Rule 405 under the Securities Act), and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement ---------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, including, without limitation, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any the Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Shelf Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in into such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, relating to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the ProspectusRegistration Statement or prospectus, as the case may be, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Transfer Restricted Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement including post-post- effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any a Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in into such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement, and all other amendments and supplements to the Prospectusprospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectusprospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.the

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 415 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, including post-post- effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any a Shelf Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A 430A, 430B or 430C promulgated pursuant to the Securities Act) and any other prospectus filed pursuant to Rule 424(b) under the Securities Act and any term sheet filed pursuant relating to Rule 434 under the Securities Act)Shelf Registration Statement, in each case as amended or supplemented by any prospectus supplement, supplement and by all other amendments and supplements to the Prospectusthereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in into such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Prospectus. The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 (as amended or replaced) under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-post- effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.