In connection with the offering of securities, we
may grant to the underwriters an option to purchase additional
securities with an additional underwriting commission, as may be
set forth in the accompanying prospectus supplement. If we grant
any such option, the terms of such option will be set forth in the
prospectus supplement for such securities.
If a dealer is used in the sale of the securities
in respect of which the prospectus is delivered, we will sell such
securities to the dealer, as principal. The dealer, who may be
deemed to be an “underwriter” as that term is defined in the
Securities Act, may then resell such securities to the public at
varying prices to be determined by such dealer at the time of
resale.
If we offer securities in a subscription rights
offering to our existing security holders, we may enter into a
standby underwriting agreement with dealers, acting as standby
underwriters. We may pay the standby underwriters a commitment fee
for the securities they commit to purchase on a standby basis. If
we do not enter into a standby underwriting arrangement, we may
retain a dealer-manager to manage a subscription rights offering
for us.
Agents, underwriters, dealers and other persons may
be entitled under agreements which they may enter into with us to
indemnification by us against certain civil liabilities, including
liabilities under the Securities Act, and may be customers of,
engage in transactions with or perform services for us in the
ordinary course of business.
If so indicated in the applicable prospectus
supplement, we will authorize underwriters or other persons acting
as our agents to solicit offers by certain institutions to purchase
securities from us pursuant to delayed delivery contracts providing
for payment and delivery on the date stated in the prospectus
supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to such contracts
shall not be less nor more than, the respective amounts stated in
the prospectus supplement. Institutions with whom the contracts,
when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies,
educational and charitable institutions and other institutions, but
shall in all cases be subject to our approval. Delayed delivery
contracts will not be subject to any conditions except that:
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the purchase by an institution of the securities covered under that
contract shall not at the time of delivery be prohibited under the
laws of the jurisdiction to which that institution is subject;
and
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if the securities are also being sold to underwriters acting as
principals for their own account, the underwriters shall have
purchased such securities not sold for delayed delivery. The
underwriters and other persons acting as our agents will not have
any responsibility in respect of the validity or performance of
delayed delivery contracts.
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Offered securities may also be offered and sold, if
so indicated in the prospectus supplement, in connection with a
remarketing upon their purchase, in accordance with a redemption or
repayment pursuant to their terms, or otherwise, by one or more
remarketing firms, acting as principals for their own accounts or
as agents for us. Any remarketing firm will be identified and the
terms of its agreement, if any, with us and its compensation will
be described in the applicable prospectus supplement. Remarketing
firms may be deemed to be underwriters in connection with their
remarketing of offered securities.
Certain agents, underwriters and dealers, and their
associates and affiliates, may be customers of, have borrowing
relationships with, engage in other transactions with, or perform
services, including investment banking services, for us or one or
more of our respective affiliates in the ordinary course of
business.
In order to facilitate the offering of the
securities, any underwriters may engage in transactions that
stabilize, maintain or otherwise affect the price of the securities
or any other securities the prices of which may be used to
determine payments on such securities. Specifically, any
underwriters may overallot in connection with the offering,
creating a short position for their own accounts. In addition, to
cover overallotments or to stabilize the price of the securities or
of any such other securities, the underwriters may bid for, and
purchase, the securities or
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