the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Securities Act relating to the Remarketing Securities; the term "Registration Statement" means such Latest Registration Statement, as amended as of the Effective Time, including the Incorporated Documents (as defined below) and all information contained in the final prospectus relating to the Remarketing Securities filed with the Commission pursuant to Rule 424(b) of the Securities Act and deemed to be a part of such registration statement as of the Effective Time pursuant to Rule 430A or Rule 430B of the Securities Act; and "Prospectus" means the prospectus and prospectus supplement relating to the Remarketing Securities (or in the form made available to the Underwriters by the Company to meet requests of purchasers) pursuant to Rule 172 or Rule 173 of the Securities Act. For purposes of this Agreement, "free writing prospectus" has the meaning set forth in Rule 405 of the Securities Act (which does not include communications not deemed a prospectus pursuant to Rule 134 of the Securities Act and historical issuer information meeting the requirements of Rule 433(e)(2) of the Securities Act) and "Time of Sale Prospectus" means the Preliminary Prospectus together with any free writing prospectuses, if any, each identified in Schedule 1 hereto, and any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Prospectus (except for purposes of Sections 6(c) and 6(d)), for which the term "Time of Sale Prospectus" shall not include the free writing prospectus(es) identified in Schedule 1). Reference made herein to the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus shall be deemed to refer to and include any documents incorporated by reference therein (pursuant to Item 12 of Form S-3 under