January 26th, 2021 · Common Contracts · 1000 similar Liberty Media Acquisition Corp – 50,000,000 Units Liberty Media Acquisition Corporation UNDERWRITING AGREEMENT Each unit (the “Unit(s)”) consists of one share of the Company’s Series A common stock, par value $0.0001 per share (the “Series A Common Stock”), and one-fifth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Series A Common Stock (the “Warrant(s)”). The Series A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (the “Detachment Date”) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is
Each unit (the “Unit(s)”) consists of one share of the Company’s Series A common stock, par value $0.0001 per share (the “Series A Common Stock”), and one-fifth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Series A Common Stock (the “Warrant(s)”). The Series A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (the “Detachment Date”) (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is
June 28th, 2019 · Common Contracts · 1000 similar Helix Energy Solutions Group Inc – AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2017, among HELIX ENERGY SOLUTIONS GROUP, INC., a Minnesota corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2017, among HELIX ENERGY SOLUTIONS GROUP, INC., a Minnesota corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
March 4th, 2022 · Common Contracts · 1000 similar SHUAA Partners Acquisition Corp I – WARRANT AGREEMENT SHUAA PARTNERS ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY March 1, 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated March 1, 2022, is by and between SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
THIS WARRANT AGREEMENT (this “Agreement”), dated March 1, 2022, is by and between SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
September 17th, 2021 · Common Contracts · 990 similar Cabot Oil & Gas Corp – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 16, 2021 among CABOT OIL & GAS CORPORATION, as Borrower, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent SECOND AMENDMENT TO SECOND... THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22, 2019, is among: Cabot Oil & Gas Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22, 2019, is among: Cabot Oil & Gas Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
September 22nd, 2020 · Common Contracts · 914 similar Quanta Services, Inc. – QUANTA SERVICES, INC. $1,000,000,000 2.900% Senior Notes due 2030 UNDERWRITING AGREEMENT Quanta Services, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and Wells Fargo Securities, LLC (“Wells Fargo”) and each of the several underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of the Company’s 2.900% Senior Notes due 2030 (the “Notes”).
Quanta Services, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and Wells Fargo Securities, LLC (“Wells Fargo”) and each of the several underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of the Company’s 2.900% Senior Notes due 2030 (the “Notes”).
March 4th, 2022 · Common Contracts · 876 similar SHUAA Partners Acquisition Corp I – Underwriting Agreement between SHUAA Partners Acquisition Corp I and BTIG, LLC Dated March 1, 2022 (the “Agreement”) The undersigned, SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
The undersigned, SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
September 23rd, 2014 · Common Contracts · 791 similar Great Basin Scientific, Inc. – UNDERWRITING AGREEMENT between GREAT BASIN SCIENTIFIC, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters The undersigned, Great Basin Scientific, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
The undersigned, Great Basin Scientific, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
May 15th, 2017 · Common Contracts · 670 similar Threshold Pharmaceuticals Inc – MOLECULAR TEMPLATES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Molecular Templates, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
This Indemnification Agreement (“Agreement”) is made as of by and between Molecular Templates, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
December 8th, 2016 · Common Contracts · 627 similar Pioneer Energy Services Corp – 10,500,000 Shares PIONEER ENERGY SERVICES CORP. Common Stock, $0.10 par value UNDERWRITING AGREEMENT of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement. Notwithstanding anything in this letter agreement to the contrary, the restrictions set forth herein shall not prohibit the undersigned from (i) exercising or vesting in any outstanding equity awards granted to the undersigned pursuant to the terms of any existing employee benefit plan of the Company, or (ii) transferring the undersigned’s Shares to the Company in connection with the surrender of shares of Common Stock in satisfaction or payment of any exercise price of equity awards, or selling the undersigned’s Shares to satisfy any tax withholding obligations in respect to the exercise or vesting of equity awards granted under any existing employee benefit plan of the Company.
of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement. Notwithstanding anything in this letter agreement to the contrary, the restrictions set forth herein shall not prohibit the undersigned from (i) exercising or vesting in any outstanding equity awards granted to the undersigned pursuant to the terms of any existing employee benefit plan of the Company, or (ii) transferring the undersigned’s Shares to the Company in connection with the surrender of shares of Common Stock in satisfaction or payment of any exercise price of equity awards, or selling the undersigned’s Shares to satisfy any tax withholding obligations in respect to the exercise or vesting of equity awards granted under any existing employee benefit plan of the Company.
November 2nd, 2021 · Common Contracts · 617 similar Seaport Calibre Materials Acquisition Corp. – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 27, 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 27, 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
December 2nd, 2020 · Common Contracts · 599 similar Sunnova Energy International Inc. – Underwriting Agreement Sunnova Energy International Inc., a Delaware corporation (the “Company”) proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), and QSIP LP (the “Selling Stockholder”) proposes to sell to the Underwriters an aggregate of 3,500,000 shares of Common Stock (such 7,000,000 shares of Common Stock being hereinafter referred to as the “Underwritten Shares”). In addition, the Company proposes to issue and sell to the Underwriters, at the option of the Underwriters, up to an additional 525,000 shares of Common Stock, and the Selling Stockholder proposes to sell to the Underwriters, at the option of the Underwriters, up to an additional 525,000 shares of Common Stock (such 1,050,000 shares of Common Stock being hereinafter referred to as the “Option Shares”). The U
Sunnova Energy International Inc., a Delaware corporation (the “Company”) proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), and QSIP LP (the “Selling Stockholder”) proposes to sell to the Underwriters an aggregate of 3,500,000 shares of Common Stock (such 7,000,000 shares of Common Stock being hereinafter referred to as the “Underwritten Shares”). In addition, the Company proposes to issue and sell to the Underwriters, at the option of the Underwriters, up to an additional 525,000 shares of Common Stock, and the Selling Stockholder proposes to sell to the Underwriters, at the option of the Underwriters, up to an additional 525,000 shares of Common Stock (such 1,050,000 shares of Common Stock being hereinafter referred to as the “Option Shares”). The U
January 4th, 2017 · Common Contracts · 523 similar American Midstream Partners, LP – AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 8.500% SENIOR NOTES DUE 2021 INDENTURE Dated as of December 28, 2016 WELLS FARGO BANK, NATIONAL ASSOCIATION, As Trustee This Indenture, dated as December 28, 2016, is among American Midstream Partners, LP, a Delaware limited partnership (the “Company”), American Midstream Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors listed on the signatures pages hereof and Wells Fargo Bank, National Association, a national banking association, as Trustee.
This Indenture, dated as December 28, 2016, is among American Midstream Partners, LP, a Delaware limited partnership (the “Company”), American Midstream Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors listed on the signatures pages hereof and Wells Fargo Bank, National Association, a national banking association, as Trustee.
October 25th, 2021 · Common Contracts · 467 similar Dawson Geophysical Co – AGREEMENT AND PLAN OF MERGER dated as of October 25, 2021 among DAWSON GEOPHYSICAL COMPANY WILKS BROTHERS, LLC and WB ACQUISITIONS INC. AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 25, 2021, by and among Dawson Geophysical Company, a Texas corporation (the “Company”), Wilks Brothers, LLC, a Texas limited liability company (“Parent”), and WB Acquisitions Inc., a Delaware corporation and a subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 25, 2021, by and among Dawson Geophysical Company, a Texas corporation (the “Company”), Wilks Brothers, LLC, a Texas limited liability company (“Parent”), and WB Acquisitions Inc., a Delaware corporation and a subsidiary of Parent (“Merger Sub”).
October 17th, 2016 · Common Contracts · 426 similar Forterra, Inc. – Forterra, Inc. Common Stock, par value $0.001 per share Underwriting Agreement Forterra, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you (the “Representatives”) are acting as representatives, an aggregate of shares of common stock, par value $0.001 (“Stock”) of the Company and, at the election of the Underwriters pursuant to Section 2 hereof, up to additional shares of Stock, and the sole stockholder of the Company, Forterra US Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes, subject to the terms and conditions stated herein, to sell, at the election of the Underwriters pursuant to Section 2 hereof, up to additional shares of Stock. The shares proposed to be sold by the Company on the date hereof are hereinafter called the “Firm Shares” and the additional shares that the Underwriters elect to purchase from the Company and the Selling Stockholder pursuant to Section 2
Forterra, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you (the “Representatives”) are acting as representatives, an aggregate of shares of common stock, par value $0.001 (“Stock”) of the Company and, at the election of the Underwriters pursuant to Section 2 hereof, up to additional shares of Stock, and the sole stockholder of the Company, Forterra US Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes, subject to the terms and conditions stated herein, to sell, at the election of the Underwriters pursuant to Section 2 hereof, up to additional shares of Stock. The shares proposed to be sold by the Company on the date hereof are hereinafter called the “Firm Shares” and the additional shares that the Underwriters elect to purchase from the Company and the Selling Stockholder pursuant to Section 2
October 7th, 2021 · Common Contracts · 400 similar Coterra Energy Inc. – COTERRA ENERGY INC. to U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of October 7, 2021 SENIOR DEBT SECURITIES COTERRA ENERGY INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act INDENTURE, dated as of October 7, 2021 between Coterra Energy Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
INDENTURE, dated as of October 7, 2021 between Coterra Energy Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
January 25th, 2017 · Common Contracts · 399 similar Liberty Media Corp – as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of January 23, 2017 1.0% Cash Convertible Senior Notes due 2023 INDENTURE dated as of January 23, 2017, between Liberty Media Corporation, a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
INDENTURE dated as of January 23, 2017, between Liberty Media Corporation, a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
March 4th, 2022 · Common Contracts · 385 similar SHUAA Partners Acquisition Corp I – FORM OF INDEMNITY AGREEMENT NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
April 14th, 2015 · Common Contracts · 334 similar Matador Resources Co – MATADOR RESOURCES COMPANY REGISTRATION RIGHTS AGREEMENT Matador Resources Company, a Texas corporation (the “Issuer”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated April 9, 2015 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 6.875% Senior Notes due 2023 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of April 14, 2015 (the “Indenture”), by and among the Issuer, the Guarantors named therein and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the I
Matador Resources Company, a Texas corporation (the “Issuer”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated April 9, 2015 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 6.875% Senior Notes due 2023 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of April 14, 2015 (the “Indenture”), by and among the Issuer, the Guarantors named therein and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the I
January 28th, 2014 · Common Contracts · 314 similar Parker Drilling Co /De/ – PARKER DRILLING COMPANY AND THE GUARANTORS FROM TIME TO TIME PARTIES HERETO 6.750% SENIOR NOTES DUE 2022 INDENTURE Dated as of January 22, 2014 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE, dated as of January 22, 2014, between Parker Drilling Company, a Delaware corporation (the “Company”), the subsidiary guarantors from time to time parties hereto (collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
INDENTURE, dated as of January 22, 2014, between Parker Drilling Company, a Delaware corporation (the “Company”), the subsidiary guarantors from time to time parties hereto (collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
September 12th, 2019 · Common Contracts · 313 similar Cleco Corporate Holdings LLC – REGISTRATION RIGHTS AGREEMENT by and among CLECO CORPORATE HOLDINGS LLC and Mizuho Securities USA LLC Credit Agricole Securities (USA) Inc. Scotia Capital (USA) Inc. Dated as of September 11, 2019 This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 11, 2019, by and among CLECO CORPORATE HOLDINGS LLC, a Louisiana limited liability company (the “Company”), Mizuho Securities USA LLC, Credit Agricole Securities (USA) Inc., Scotia Capital (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 3.375% Senior Notes due 2029 (the “Initial Securities”).
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 11, 2019, by and among CLECO CORPORATE HOLDINGS LLC, a Louisiana limited liability company (the “Company”), Mizuho Securities USA LLC, Credit Agricole Securities (USA) Inc., Scotia Capital (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 3.375% Senior Notes due 2029 (the “Initial Securities”).
June 23rd, 2014 · Common Contracts · 300 similar ZS Pharma, Inc. – J.P. MORGAN SECURITIES LLC FORM OF UNDERWRITING AGREEMENT ZS PHARMA, INC. 5,944,444 Shares of Common Stock Underwriting Agreement In rendering the opinions set forth herein, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to any other matters. Based upon the foregoing, and subject to the assumptions, qualifications and exceptions referred to herein, it is our opinion that:
In rendering the opinions set forth herein, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to any other matters. Based upon the foregoing, and subject to the assumptions, qualifications and exceptions referred to herein, it is our opinion that:
June 26th, 2009 · Common Contracts · 264 similar Clean Energy Fuels Corp. – CLEAN ENERGY FUELS CORP. (a Delaware corporation) 8,200,000 Shares of Common Stock PURCHASE AGREEMENT Clean Energy Fuels Corp., a Delaware corporation (the “Company”) confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto (the “Offering”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,230,000 additional shares of Common Stock to cover overallotments, if any.
Clean Energy Fuels Corp., a Delaware corporation (the “Company”) confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto (the “Offering”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,230,000 additional shares of Common Stock to cover overallotments, if any.
May 3rd, 2022 · Common Contracts · 255 similar LGI Homes, Inc. – LENDER ADDITION AND ACKNOWLEDGEMENT AGREEMENT AND SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 28, 2021 by and among LGI HOMES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6 (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, with WELLS FARGO SECURITIES, LLC, as sole Lead Arranger and sole Bookrunner (in such capacities, the “Arranger”) and FIFTH THIRD BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., BANK OF THE WEST AND CITIZENS BANK, N.A. (the “Documentation Agents”).
THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 28, 2021 by and among LGI HOMES, INC., a corporation formed under the laws of the State of Delaware (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6 (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, with WELLS FARGO SECURITIES, LLC, as sole Lead Arranger and sole Bookrunner (in such capacities, the “Arranger”) and FIFTH THIRD BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., BANK OF THE WEST AND CITIZENS BANK, N.A. (the “Documentation Agents”).
April 2nd, 2019 · Common Contracts · 245 similar CrossAmerica Partners LP – CREDIT AGREEMENT Dated as of April 1, 2019 among CROSSAMERICA PARTNERS LP and LEHIGH GAS WHOLESALE SERVICES, INC. as Borrowers, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWERS FROM TIME TO TIME PARTY HERETO, as Guarantors CITIZENS BANK, N.A., as...
March 9th, 2012 · Common Contracts · 237 similar Berry Petroleum Co – BERRY PETROLEUM COMPANY $600,000,000 63/8% Senior Notes due 2022 Underwriting Agreement Berry Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC is acting as representative (the “Representative”), $600,000,000 principal amount of its 63/8% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 15, 2006 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The term “Indenture,” as used herein, includes the supplemental indenture establishing the forms and terms of the Securities pursuant to Section 901 of the Indenture.
Berry Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC is acting as representative (the “Representative”), $600,000,000 principal amount of its 63/8% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 15, 2006 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The term “Indenture,” as used herein, includes the supplemental indenture establishing the forms and terms of the Securities pursuant to Section 901 of the Indenture.
February 6th, 2018 · Common Contracts · 229 similar Oceaneering International Inc – Oceaneering International, Inc. UNDERWRITING AGREEMENT
February 20th, 2020 · Common Contracts · 213 similar Halliburton Co – Halliburton Company UNDERWRITING AGREEMENT Halliburton Company, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture (the “Base Indenture”), dated as of October 17, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the “Trustee”), as supplemented by a supplemental indenture (the “Supplemental Indenture”), to be dated March 3, 2020 between the Company and the Trustee. In this Agreement, the Base Indenture, as supplemented by the Supplemental Indenture, is referred to as the “Indenture.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the te
Halliburton Company, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture (the “Base Indenture”), dated as of October 17, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the “Trustee”), as supplemented by a supplemental indenture (the “Supplemental Indenture”), to be dated March 3, 2020 between the Company and the Trustee. In this Agreement, the Base Indenture, as supplemented by the Supplemental Indenture, is referred to as the “Indenture.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the te
October 28th, 2010 · Common Contracts · 209 similar Berry Petroleum Co – BERRY PETROLEUM COMPANY 6¾% Senior Notes due 2020 Underwriting Agreement Berry Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC is acting as representative (the “Representative”), $300,000,000 principal amount of its 6¾% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 15, 2006 (the “Indenture”) between the Company and Wells Fargo Bank National Association, as trustee (the “Trustee”). The term “Indenture,” as used herein, includes the supplemental indenture establishing the forms and terms of the Securities pursuant to Section 901 of the Indenture.
Berry Petroleum Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC is acting as representative (the “Representative”), $300,000,000 principal amount of its 6¾% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 15, 2006 (the “Indenture”) between the Company and Wells Fargo Bank National Association, as trustee (the “Trustee”). The term “Indenture,” as used herein, includes the supplemental indenture establishing the forms and terms of the Securities pursuant to Section 901 of the Indenture.
September 23rd, 2014 · Common Contracts · 202 similar Gastar Exploration Inc. – UNDERWRITING AGREEMENT Gastar Exploration Inc., a Delaware corporation (the “Company”), proposes to sell 17,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 2,550,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
Gastar Exploration Inc., a Delaware corporation (the “Company”), proposes to sell 17,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 2,550,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
March 9th, 2018 · Common Contracts · 198 similar CommerceHub, Inc. – AGREEMENT AND PLAN OF MERGER by and among This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 5, 2018 by and among Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and CommerceHub, Inc., a Delaware corporation (the “Company”).
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 5, 2018 by and among Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and CommerceHub, Inc., a Delaware corporation (the “Company”).
June 16th, 2009 · Common Contracts · 184 similar Stone Energy Corp – 7,000,000 Shares STONE ENERGY CORPORATION Common Stock UNDERWRITING AGREEMENT Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated, As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated, As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
June 10th, 2020 · Common Contracts · 184 similar Westlake Chemical Corp – WESTLAKE CHEMICAL CORPORATION Introductory. Westlake Chemical Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 3.375% Senior Notes due 2030 (the “Notes”). Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the Notes.
Introductory. Westlake Chemical Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 3.375% Senior Notes due 2030 (the “Notes”). Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the Notes.
July 11th, 2003 · Common Contracts · 180 similar Lyondell Chemical Nederland LTD – EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT
September 20th, 2005 · Common Contracts · 171 similar Sysco Corp – September 19, 2005 Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: From time to time SYSCO Corporation, a Delaware corporation (the "Company"), proposes to enter into one or more Pricing Agreements (each a...
March 20th, 2002 · Common Contracts · 158 similar Jiffy Lube International Inc – AND