underwriters or agents may acquire a long or short position in the securities, hold or resell securities acquired and purchase options or futures on the securities and other derivative
instruments with returns linked to or related to changes in the price of the securities. In order to facilitate these derivative transactions, we may enter into security lending or repurchase agreements with the underwriters or agents. The
underwriters or agents may effect the derivative transactions through sales of the securities to the public, including short sales, or by lending the securities in order to facilitate short sale transactions by others. The underwriters or agents may
also use the securities purchased or borrowed from us or others (or, in the case of derivatives, securities received from us in settlement of those derivatives) to directly or indirectly settle sales of the securities or close out any related open
borrowings of the securities.
Electronic Auctions
We may also make sales through the Internet or through other electronic means. Since we may from time to time elect to offer securities
directly to the public, with or without the involvement of agents, underwriters or dealers, utilizing the Internet or other forms of electronic bidding or ordering systems for the pricing and allocation of such securities, you will want to pay
particular attention to the description of that system, which we will provide in a prospectus supplement.
Such electronic system may
allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us, and which may directly affect the price or other terms and conditions at which such
securities are sold. These bidding or ordering systems may present to each bidder, on a
so-called
real-time basis, relevant information to assist in making a bid, such as the clearing spread at
which the offering would be sold, based on the bids submitted, and whether a bidders individual bids would be accepted, prorated or rejected. For example, in the case of debt security, the clearing spread could be indicated as a number of
basis points above an index treasury note.
Upon completion of such an electronic auction process, securities will be
allocated based on prices bid, terms of bid or other factors. The final offering price at which securities would be sold and the allocation of securities among bidders would be based in whole or in part on the results of the Internet or other
electronic bidding process or auction.
General Information
The specific terms of any
lock-up
provisions in respect of any given offering will be described in the
applicable prospectus supplement.
Underwriters, dealers and agents may be entitled, under agreements entered into with us, to
indemnification by us against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Our underwriters, dealers and agents, or their affiliates, may be customers of, engage in transactions with or perform services
for us, in the ordinary course of business.
In compliance with guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA,
and unless otherwise disclosed in the applicable prospectus supplement, we do not intend for the maximum consideration or discount to be received by any FINRA member or independent broker dealer to exceed 8.0% of the aggregate amount of the
securities offered pursuant to this prospectus and any applicable prospectus supplement.
Underwriters, dealers and agents may engage in
transactions with us, or perform services for us, in the ordinary course of business for which they receive customary compensation.
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