December 21st, 2020 · Common Contracts · 1000 similar XpresSpa Group, Inc. – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2020, between XpresSpa Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2020, between XpresSpa Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
November 27th, 2007 · Common Contracts · 1000 similar Sona Mobile Holdings Corp – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 26, 2007, between Sona Mobile Holdings Corp., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 26, 2007, between Sona Mobile Holdings Corp., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
May 10th, 2005 · Common Contracts · 1000 similar ITC Holdings Corp. – ITC HOLDINGS CORP. and BNY MIDWEST TRUST COMPANY as Trustee INDENTURE Dated as of July 16, 2003 Providing for Issuance of Securities INDENTURE dated as of July 16, 2003 (the “Indenture”), between ITC HOLDINGS CORP., a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called the “Company”), having its principal place of business at 1901 South Wagner, Ann Arbor, Michigan, 48103-9715 and BNY MIDWEST TRUST COMPANY, a corporation duly organized and existing under the laws of the State of Illinois, as trustee hereunder (the “Trustee”).
INDENTURE dated as of July 16, 2003 (the “Indenture”), between ITC HOLDINGS CORP., a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called the “Company”), having its principal place of business at 1901 South Wagner, Ann Arbor, Michigan, 48103-9715 and BNY MIDWEST TRUST COMPANY, a corporation duly organized and existing under the laws of the State of Illinois, as trustee hereunder (the “Trustee”).
February 15th, 2022 · Common Contracts · 1000 similar TreeHouse Foods, Inc. – Contract AMENDMENT NO. 4, dated as of February 14, 2022 (this “Amendment”), to the Second Amended and Restated Credit Agreement dated as of December 1, 2017 (as amended by Amendment No. 1, dated as of June 11, 2018, as further amended by Amendment No. 2, dated as of August 26, 2019 and as further amended by Amendment No. 3 dated as of March 26, 2021, the “Existing 2021 Credit Agreement”, and as modified by this Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TREEHOUSE FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto, each L/C Issuer from time to time party thereto, and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), Swing Line Lender and a L/C Issuer. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Existing 2021 Credit Agreement, as amended by this Amendment.
AMENDMENT NO. 4, dated as of February 14, 2022 (this “Amendment”), to the Second Amended and Restated Credit Agreement dated as of December 1, 2017 (as amended by Amendment No. 1, dated as of June 11, 2018, as further amended by Amendment No. 2, dated as of August 26, 2019 and as further amended by Amendment No. 3 dated as of March 26, 2021, the “Existing 2021 Credit Agreement”, and as modified by this Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TREEHOUSE FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto, each L/C Issuer from time to time party thereto, and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), Swing Line Lender and a L/C Issuer. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Existing 2021 Credit Agreement, as amended by this Amendment.
April 10th, 2015 · Common Contracts · 990 similar Global Digital Solutions Inc – SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 3, 2015, by and between GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation, with headquarters located at 777 South Flagler Drive - Suite 800 West Tower, West Palm Beach, FL 33401 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, Great Neck, NY 11021 (the “Buyer”).
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 3, 2015, by and between GLOBAL DIGITAL SOLUTIONS, INC., a New Jersey corporation, with headquarters located at 777 South Flagler Drive - Suite 800 West Tower, West Palm Beach, FL 33401 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, Great Neck, NY 11021 (the “Buyer”).
November 5th, 2021 · Common Contracts · 990 similar Charlotte's Web Holdings, Inc. – LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT CREDIT AGREEMENT dated as of March 23, 2020 (as it may be amended or modified from time to time, this “Agreement”), among Charlotte’s Web, Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CREDIT AGREEMENT dated as of March 23, 2020 (as it may be amended or modified from time to time, this “Agreement”), among Charlotte’s Web, Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
July 21st, 2021 · Common Contracts · 914 similar Stifel Financial Corp – STIFEL FINANCIAL CORP. (a Delaware corporation) 12,000,000 Depositary Shares, each representing a 1/1000th interest in a share of Stifel Financial Corp., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. (“KBW”) 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 KBW, BofA Securities, Inc. and Wells Fargo Securities, LLC (“Wells Fargo Securities”) 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 12,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of 4.50% Non-Cumulative Preferred Stock, Series D (the “Preferred Stock”) of the Company (the “Securities”). The shares of Preferred Stock shall have the rights, powers and preferences set forth in the certificate of designations to be dated on or prior to July 22, 2021 relating
Stifel Financial Corp., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. (“KBW”) 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 KBW, BofA Securities, Inc. and Wells Fargo Securities, LLC (“Wells Fargo Securities”) 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 12,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of 4.50% Non-Cumulative Preferred Stock, Series D (the “Preferred Stock”) of the Company (the “Securities”). The shares of Preferred Stock shall have the rights, powers and preferences set forth in the certificate of designations to be dated on or prior to July 22, 2021 relating
October 19th, 2018 · Common Contracts · 791 similar General Moly, Inc – 9,151,000 SHARES OF COMMON STOCK AND 9,151,000 WARRANTS (EXERCISABLE FOR 9,151,000 SHARES OF COMMON STOCK) OF GENERAL MOLY, INC. UNDERWRITING AGREEMENT The undersigned, General Moly, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of General Moly, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
The undersigned, General Moly, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of General Moly, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
February 9th, 2015 · Common Contracts · 627 similar Omega Healthcare Investors Inc – 9,500,000 Shares of Common Stock Omega Healthcare Investors, Inc. UNDERWRITING AGREEMENT
May 15th, 2009 · Common Contracts · 599 similar Energizer Holdings Inc – ENERGIZER HOLDINGS, INC. 9,500,000 Shares of Common Stock Underwriting Agreement Energizer Holdings, Inc., a Missouri 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 9,500,000 shares of common stock, par value $.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,425,000 shares of common stock, par value $.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto Rights (the “Rights”) to purchase Common Shares (as defined in the Rights Agreement). The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as of March 16, 2
Energizer Holdings, Inc., a Missouri 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 9,500,000 shares of common stock, par value $.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,425,000 shares of common stock, par value $.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto Rights (the “Rights”) to purchase Common Shares (as defined in the Rights Agreement). The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as of March 16, 2
November 27th, 2007 · Common Contracts · 532 similar Sona Mobile Holdings Corp – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2007 between Sona Mobile Holdings Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2007 between Sona Mobile Holdings Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
February 8th, 2012 · Common Contracts · 523 similar Post Holdings, Inc. – POST HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY THERETO 7.375% SENIOR NOTES DUE 2022 INDENTURE Dated as of February 3, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee INDENTURE dated as of February 3, 2012 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
INDENTURE dated as of February 3, 2012 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
September 23rd, 2020 · Common Contracts · 467 similar Torotel Inc – AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), is entered into as of September 17, 2020, by and among Torotel, Inc., a Missouri corporation (the “Company”), TT Group Industries, Inc., a Delaware corporation (“Parent”), and Thunder Merger Sub, Inc., a Missouri corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
This Agreement and Plan of Merger (this “Agreement”), is entered into as of September 17, 2020, by and among Torotel, Inc., a Missouri corporation (the “Company”), TT Group Industries, Inc., a Delaware corporation (“Parent”), and Thunder Merger Sub, Inc., a Missouri corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
March 26th, 1997 · Common Contracts · 449 similar Hearx LTD – REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 17, 1997 by and among HEARX, LTD., a Delaware corporation, with headquarters located at 1250 Northpoint Parkway, West Palm Beach, Florida 33407 (the...
February 27th, 2003 · Common Contracts · 341 similar Supergen Inc – SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 26, 2003 by and among SuperGen, Inc., a Delaware corporation, with headquarters located at 4140 Dublin Boulevard, Suite 200, Dublin, California 94568 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 26, 2003 by and among SuperGen, Inc., a Delaware corporation, with headquarters located at 4140 Dublin Boulevard, Suite 200, Dublin, California 94568 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
April 1st, 2019 · Common Contracts · 337 similar Tricida, Inc. – Underwriting Agreement Tricida, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Tricida, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
July 22nd, 2021 · Common Contracts · 317 similar Wireless Telecom Group Inc – WIRELESS TELECOM GROUP, INC. Common Stock At Market Issuance Sales Agreement
October 6th, 2015 · Common Contracts · 313 similar Berry Plastics Group Inc – REGISTRATION RIGHTS AGREEMENT by and among Berry Plastics Corporation and the Guarantors party hereto, and Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC, as representatives of the Initial Purchasers Dated as of October 1, 2015 This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2015, by and among Berry Plastics Corporation, a Delaware corporation (the “Company”), certain subsidiaries of the Company listed on Annex A of the Purchase Agreement (the “Subsidiary Guarantors”), Avintiv Inc. and certain subsidiaries of Avintiv Inc. listed on Annex C of the Purchase Agreement (collectively, the “Avintiv Guarantors”) Berry Plastics Group, Inc. (“Parent” and, together with the Avintiv Guarantors and the Subsidiary Guarantors, the “Guarantors”), Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC as representatives of the Initial Purchasers (collectively, the “Representatives”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 6.00% Second Priority Senior Secured Notes due 2022 (the “Initial Notes”) issued by the Escrow Issuer (as defined herein), which obligations are assumed by the Company on the date hereof. The Compan
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2015, by and among Berry Plastics Corporation, a Delaware corporation (the “Company”), certain subsidiaries of the Company listed on Annex A of the Purchase Agreement (the “Subsidiary Guarantors”), Avintiv Inc. and certain subsidiaries of Avintiv Inc. listed on Annex C of the Purchase Agreement (collectively, the “Avintiv Guarantors”) Berry Plastics Group, Inc. (“Parent” and, together with the Avintiv Guarantors and the Subsidiary Guarantors, the “Guarantors”), Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC as representatives of the Initial Purchasers (collectively, the “Representatives”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the 6.00% Second Priority Senior Secured Notes due 2022 (the “Initial Notes”) issued by the Escrow Issuer (as defined herein), which obligations are assumed by the Company on the date hereof. The Compan
February 19th, 2004 · Common Contracts · 304 similar American Water Star Inc – EXHIBIT 4.2 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...
January 25th, 2010 · Common Contracts · 264 similar Centene Corp – CENTENE CORPORATION (a Delaware corporation) 5,000,000 Shares of Common Stock PURCHASE AGREEMENT Centene Corporation, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities Inc., Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC 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, J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and 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 $0.001 per share, of the Company (“Common Stock”) set forth in said Schedule A, and (ii) the grant by the Company to the Underwriters, acting severally and n
Centene Corporation, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities Inc., Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC 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, J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and 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 $0.001 per share, of the Company (“Common Stock”) set forth in said Schedule A, and (ii) the grant by the Company to the Underwriters, acting severally and n
November 5th, 2021 · Common Contracts · 255 similar Charlotte's Web Holdings, Inc. – J.P. Morgan CREDIT AGREEMENT dated as of March 23, 2020 among CHARLOTTE’S WEB, INC. The Lenders Party Hereto And JPMORGAN CHASE BANK, N.A. as Administrative Agent CREDIT AGREEMENT dated as of March 23, 2020 (as it may be amended or modified from time to time, this “Agreement”), among Charlotte’s Web, Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
January 7th, 2016 · Common Contracts · 247 similar James River Group Holdings, Ltd. – JAMES RIVER GROUP HOLDINGS, LTD. INDENTURE Dated as of _________ __ , 20__ [Name of Trustee] Trustee
May 24th, 2012 · Common Contracts · 237 similar Energizer Holdings Inc – Energizer Holdings, Inc. 4.700% Senior Notes due 2022 Underwriting Agreement The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement and the accompanying Prospectus) with the Securities and Exchange Commission, or SEC, for the Offering to which this pricing term sheet relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying Prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the Offering will arrange to send you the Preliminary Prospectus Supplement and the accompanying Prospectus if you request it by calling Goldman, Sachs & Co. at 1-866-471-2526 or by emailing prospectus-ny@ny.email.gs.com, J.P. Morgan Securities LLC collect at 1-212-834-4533, or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-29
The Issuer has filed a registration statement (including the Preliminary Prospectus Supplement and the accompanying Prospectus) with the Securities and Exchange Commission, or SEC, for the Offering to which this pricing term sheet relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying Prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the Offering will arrange to send you the Preliminary Prospectus Supplement and the accompanying Prospectus if you request it by calling Goldman, Sachs & Co. at 1-866-471-2526 or by emailing prospectus-ny@ny.email.gs.com, J.P. Morgan Securities LLC collect at 1-212-834-4533, or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-29
January 9th, 2009 · Common Contracts · 218 similar First Security Group Inc/Tn – WARRANT TO PURCHASE COMMON STOCK THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.
May 9th, 2013 · Common Contracts · 213 similar MDC Holdings Inc – Underwriting Agreement The Company has previously issued $250,000,000 aggregate principal amount of 6.000% Senior Notes Due 2043 (the “Existing Notes”) under the Indenture. The Notes offered by the Company constitute an additional series issuance of notes under the Indenture. Except as otherwise disclosed in the Disclosure Package and the Final Prospectus, the Notes will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture.
The Company has previously issued $250,000,000 aggregate principal amount of 6.000% Senior Notes Due 2043 (the “Existing Notes”) under the Indenture. The Notes offered by the Company constitute an additional series issuance of notes under the Indenture. Except as otherwise disclosed in the Disclosure Package and the Final Prospectus, the Notes will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture.
November 9th, 2017 · Common Contracts · 198 similar B. Riley Financial, Inc. – AGREEMENT AND PLAN OF MERGER by and among B. RILEY FINANCIAL, INC., B. R. ACQUISITION LTD. and MAGICJACK VOCALTEC LTD. Dated as of November 9, 2017 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 9, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation (“Parent”), B. R. Acquisition Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and MagicJack VocalTec Ltd., an Israeli corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 9, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation (“Parent”), B. R. Acquisition Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and MagicJack VocalTec Ltd., an Israeli corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.
September 20th, 2007 · Common Contracts · 184 similar Nice Systems LTD – Contract The Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about NICE. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of the specific dates therein, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing those matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as
The Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about NICE. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of the specific dates therein, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing those matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as
November 14th, 2008 · Common Contracts · 161 similar Gulfstream International Group Inc – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2008 by and between Gulfstream International Group, Inc., a Delaware corporation (the “Company”), and Shelter Island Opportunity Fund, LLC, or any Affiliate thereof designated by it (the “Purchaser”).
This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2008 by and between Gulfstream International Group, Inc., a Delaware corporation (the “Company”), and Shelter Island Opportunity Fund, LLC, or any Affiliate thereof designated by it (the “Purchaser”).
April 8th, 2003 · Common Contracts · 158 similar Bway Corp – as Issuer, and
August 14th, 2003 · Common Contracts · 157 similar Tekelec – BETWEEN TEKELEC, AS ISSUER, AND
June 3rd, 2019 · Common Contracts · 153 similar XBiotech Inc. – 4,848,485 Shares1 XBiotech Inc. Common Stock PURCHASE AGREEMENT XBiotech Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 4,848,485 shares (the “Firm Shares”) of the common shares, no par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 4,848,485 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the Underwriter an option to purchase up to 351,515 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
XBiotech Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 4,848,485 shares (the “Firm Shares”) of the common shares, no par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 4,848,485 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the Underwriter an option to purchase up to 351,515 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
January 12th, 2015 · Common Contracts · 151 similar Manitex International, Inc. – REGISTRATION RIGHTS AGREEMENT BY AND AMONG MANITEX INTERNATIONAL, INC., MI CONVERT HOLDINGS LLC AND INVEMED ASSOCIATES LLC DATED AS OF JANUARY 7, 2015 REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2015, by and among Manitex International, Inc., a Michigan corporation (the “Company”), MI Convert Holdings LLC, a Delaware limited liability company (“MI Convert”), and Invemed Associates LLC, a New York limited liability company (“Invemed”, and each of MI Convert and Invemed, individually or together, the “Buyer”).
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2015, by and among Manitex International, Inc., a Michigan corporation (the “Company”), MI Convert Holdings LLC, a Delaware limited liability company (“MI Convert”), and Invemed Associates LLC, a New York limited liability company (“Invemed”, and each of MI Convert and Invemed, individually or together, the “Buyer”).
September 23rd, 2004 · Common Contracts · 141 similar Markland Technologies Inc – EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of September 21, 2004, by and among Markland Technologies, Inc., a Florida corporation (the "COMPANY"), and the investors...
October 11th, 2019 · Common Contracts · 138 similar Galera Therapeutics, Inc. – GALERA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 30th day of August, 2018, by and among Galera Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 30th day of August, 2018, by and among Galera Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
December 27th, 2007 · Common Contracts · 129 similar Apple REIT Eight, Inc. – PURCHASE CONTRACT between COUNTRY CLUB EXTENDED STAY SUITES, L.L.C. RILEY EXTENDED STAY SUITES, L.L.C. WESTFORD INN, L.L.C. WESTFORD HOTELS, LLC RILEY HOTEL SUITES, L.L.C. (“SELLERS”) AND APPLE EIGHT HOSPITALITY OWNERSHIP, INC. (“BUYER”) Dated:... This PURCHASE CONTRACT (this “Contract”) is made and entered into as of December 27, 2007, by and between COUNTRY CLUB EXTENDED STAY SUITES, L.L.C., a Missouri limited liability company, RILEY EXTENDED STAY SUITES, L.L.C., a Kansas limited liability company, WESTFORD INN, L.L.C., a Delaware limited liability company, WESTFORD HOTELS, LLC, a Massachusetts limited liability company, and RILEY HOTEL SUITES, L.L.C., a Kansas limited liability company (individually, a “Seller”, and collectively, the “Sellers”), with a principal office at c/o True North Hotel Group, Inc. (“TNHG”), 500 Commerce Plaza I, 7300 West 110th Street, Suite 990, Overland Park, Kansas 66210, and APPLE EIGHT HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”).
This PURCHASE CONTRACT (this “Contract”) is made and entered into as of December 27, 2007, by and between COUNTRY CLUB EXTENDED STAY SUITES, L.L.C., a Missouri limited liability company, RILEY EXTENDED STAY SUITES, L.L.C., a Kansas limited liability company, WESTFORD INN, L.L.C., a Delaware limited liability company, WESTFORD HOTELS, LLC, a Massachusetts limited liability company, and RILEY HOTEL SUITES, L.L.C., a Kansas limited liability company (individually, a “Seller”, and collectively, the “Sellers”), with a principal office at c/o True North Hotel Group, Inc. (“TNHG”), 500 Commerce Plaza I, 7300 West 110th Street, Suite 990, Overland Park, Kansas 66210, and APPLE EIGHT HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”).