Plan of Distribution
We may sell securities to purchasers directly, or through agents, dealers, or underwriters, or through a combination of any of those methods
of sale.
The distribution of the securities may be made from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices related to these prevailing market prices or at negotiated prices.
The securities may be sold by us or by one or more of our subsidiaries that previously acquired the securities from us, from other of our
subsidiaries, from third parties or in the open market. Any such subsidiary may be deemed to be an underwriter under the Securities Act of 1933.
Through Agents
We and the agents
designated by us may solicit offers to purchase securities. Agents that participate in the distribution of securities may be deemed underwriters under the Securities Act of 1933. We will name any agent that will participate in the distribution of
the securities, and any commission we will pay to it will be described in the applicable prospectus supplement. Any agent will be acting on a “best efforts” basis for the period of its appointment, unless we indicate differently in the
applicable prospectus supplement.
To Dealers
The securities may be sold to a dealer as principal. The dealer may then resell the securities to the public at varying prices determined by it
at the time of resale. The dealer may be deemed to be an underwriter under the Securities Act of 1933.
To Underwriters
The securities may also be sold to one or more underwriters and we will then execute an underwriting agreement with them at the time of sale.
The names of the underwriters will be set forth in the prospectus supplement, which will be used by the underwriters to resell the securities.
Convertible, Redeemable and Exchangeable Securities
If we choose to offer debt securities or preferred stock that is convertible, redeemable or exchangeable into or for third-party securities, we
will identify in the applicable prospectus supplement:
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the third-party securities offered; |
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all documents filed by the third-party pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 since the end of the third-party’s last completed fiscal year, to the extent the third-party is subject to the periodic reporting requirements of the Exchange Act; and |
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the document containing the description of the third-party securities. |
Indemnification
We may enter into
indemnification agreements with underwriters, dealers, agents and other persons participating in the distribution of securities, who will then be entitled to indemnification by us against some civil liabilities. The indemnification covers
liabilities under the Securities Act of 1933.
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