December 7th, 2021 · Common Contracts · 1000 similar UTA Acquisition Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 1, 2021, by and between UTA Acquisition Corporation, a Cayman Islands
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 1, 2021, by and between UTA Acquisition Corporation, a Cayman Islands
September 27th, 2021 · Common Contracts · 1000 similar GoGreen Investments Corp – 20,000,000 Units GoGreen Investments Corporation UNDERWRITING AGREEMENT GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). 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 the Underwriters, and the term “Underwriters” shall mean either the singular or plural as the context requi
GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). 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 the Underwriters, and the term “Underwriters” shall mean either the singular or plural as the context requi
October 29th, 2021 · Common Contracts · 1000 similar AdvanSix Inc. – CREDIT AGREEMENT Dated as of October 27, 2021 among ADVANSIX INC., as the Borrower, TRUIST BANK, as Administrative Agent, and the Lenders Party Hereto TRUIST SECURITIES, INC. BofA SECURITIES, INC., U.S. BANK NATIONAL ASSOCIATION JPMORGAN CHASE BANK,... This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 27, 2021, among ADVANSIX INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each Swing Line Lender (as hereinafter defined) party hereto, each L/C Issuer (as hereinafter defined) party hereto and TRUIST BANK, as Administrative Agent (as hereinafter defined).
This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 27, 2021, among ADVANSIX INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each Swing Line Lender (as hereinafter defined) party hereto, each L/C Issuer (as hereinafter defined) party hereto and TRUIST BANK, as Administrative Agent (as hereinafter defined).
April 17th, 2019 · Common Contracts · 990 similar Akorn Inc – AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 16, 2019 among AKORN, INC. The Other Loan Parties Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent...
January 13th, 2017 · Common Contracts · 925 similar Citibank,N.A./ADR – AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of December 1, 2008, by and among (i) BRITISH AMERICAN TOBACCO P.L.C., a public limited liability company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of December 1, 2008, by and among (i) BRITISH AMERICAN TOBACCO P.L.C., a public limited liability company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
August 24th, 2021 · Common Contracts · 914 similar Enstar Group LTD – ENSTAR GROUP LIMITED 3.100% Senior Notes due 2031 UNDERWRITING AGREEMENT Conditions to Redemption and Repayment; Replacement Capital Covenant: Notwithstanding anything to the contrary set forth herein, (i) prior to March 31, 2025, the Notes may be redeemed only with BMA Approval, and (ii) the Notes may not be redeemed at any time or repaid prior to the Final Maturity Date if the Enhanced Capital Requirement would be breached immediately before or after giving effect to the redemption or repayment of such Notes, unless, in the case of each of clauses (i) and (ii), the Issuer or a subsidiary of the Issuer replaces the capital represented by the Notes to be redeemed or repaid with capital having equal or better capital treatment as the Notes under the Group Rules, provided that if under Applicable Supervisory Regulations no such consent is required at the time in order for the Notes to qualify, or continue to qualify, as applicable, as Tier 3 Capital of the Issuer or the Insurance Group, clause (i) shall not apply (collectively, the “BMA Redemption Requirement
Conditions to Redemption and Repayment; Replacement Capital Covenant: Notwithstanding anything to the contrary set forth herein, (i) prior to March 31, 2025, the Notes may be redeemed only with BMA Approval, and (ii) the Notes may not be redeemed at any time or repaid prior to the Final Maturity Date if the Enhanced Capital Requirement would be breached immediately before or after giving effect to the redemption or repayment of such Notes, unless, in the case of each of clauses (i) and (ii), the Issuer or a subsidiary of the Issuer replaces the capital represented by the Notes to be redeemed or repaid with capital having equal or better capital treatment as the Notes under the Group Rules, provided that if under Applicable Supervisory Regulations no such consent is required at the time in order for the Notes to qualify, or continue to qualify, as applicable, as Tier 3 Capital of the Issuer or the Insurance Group, clause (i) shall not apply (collectively, the “BMA Redemption Requirement
June 8th, 2021 · Common Contracts · 617 similar Nabors Energy Transition Corp. – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
February 8th, 2021 · Common Contracts · 599 similar Albemarle Corp – ALBEMARLE CORPORATION 8,496,733 Shares of Common Stock Underwriting Agreement Albemarle Corporation, a Virginia 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 representative (the “Representative”), an aggregate of 8,496,733 shares of Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,274,509 shares of Common Stock 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”.
Albemarle Corporation, a Virginia 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 representative (the “Representative”), an aggregate of 8,496,733 shares of Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,274,509 shares of Common Stock 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”.
March 11th, 2004 · Common Contracts · 523 similar Asbury Automotive Group Inc – ASBURY AUTOMOTIVE GROUP, INC. and each of the Guarantors named herein 8% SENIOR SUBORDINATED NOTES DUE 2014 INDENTURE dated as of December 23, 2003 among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
INDENTURE dated as of December 23, 2003 among Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
April 24th, 2017 · Common Contracts · 467 similar Akorn Inc – AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. and FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017 This AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2017 (this “Agreement”), is by and among Fresenius Kabi AG, a German stock corporation (“Parent”), Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Akorn, Inc., a Louisiana corporation (the “Company”) and, solely for purposes of Article VIII, Fresenius SE & Co. KGaA, a German partnership limited by shares (“FK Parent”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
This AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2017 (this “Agreement”), is by and among Fresenius Kabi AG, a German stock corporation (“Parent”), Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Akorn, Inc., a Louisiana corporation (the “Company”) and, solely for purposes of Article VIII, Fresenius SE & Co. KGaA, a German partnership limited by shares (“FK Parent”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
December 21st, 2000 · Common Contracts · 449 similar Teligent Inc – REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 7, 2000, by and among Teligent, Inc., a Delaware corporation, with its headquarters located at 8065 Leesburg Pike, Suite 400, Vienna, Virginia 22182...
March 22nd, 2016 · Common Contracts · 426 similar Cooper-Standard Holdings Inc. – Cooper-Standard Holdings Inc. 2,000,000 Shares of Common Stock, par value $0.001 per share Underwriting Agreement The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. is acting as representative (the “Representative”), an aggregate of 2,000,000 shares of common stock, par value $0.001 per share (the “Stock”) of the Company and, at the election of the Underwriters, up to 300,000 additional shares of Stock. The aggregate of 2,000,000 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 300,000 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. is acting as representative (the “Representative”), an aggregate of 2,000,000 shares of common stock, par value $0.001 per share (the “Stock”) of the Company and, at the election of the Underwriters, up to 300,000 additional shares of Stock. The aggregate of 2,000,000 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 300,000 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
December 16th, 2016 · Common Contracts · 419 similar Hancock Holding Co – HANCOCK HOLDING COMPANY COMMON STOCK, PAR VALUE $3.33 PER SHARE UNDERWRITING AGREEMENT
October 7th, 2009 · Common Contracts · 399 similar Ual Corp /De/ – UAL CORPORATION as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of October 7, 2009 6.0% Convertible Senior Notes due 2029 This Indenture supplements and, except with respect to the provisions therein required by the Trust Indenture Act, to the extent inconsistent therewith, amends and restates the form of indenture attached as Exhibit 4.5 to the Company’s registration statement on Form S-3 filed with the SEC on December 1, 2008.
This Indenture supplements and, except with respect to the provisions therein required by the Trust Indenture Act, to the extent inconsistent therewith, amends and restates the form of indenture attached as Exhibit 4.5 to the Company’s registration statement on Form S-3 filed with the SEC on December 1, 2008.
March 16th, 2012 · Common Contracts · 337 similar GasLog Ltd. – GasLog Ltd. Common Shares, par value $0.01 per share Underwriting Agreement
March 28th, 2017 · Common Contracts · 334 similar Genpact LTD – GENPACT LUXEMBOURG S.À R.L. GENPACT LIMITED $350,000,000 3.700% Senior Notes due 2022 REGISTRATION RIGHTS AGREEMENT Genpact Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg trade and company register under number B131.149 (the “Issuer”), proposes to issue and sell to the Initial Purchasers, upon the terms set forth in a purchase agreement dated as of March 21, 2017 (the “Purchase Agreement”), $350,000,000 aggregate principal amount of its 3.700% Senior Notes due 2022 (the “Initial Securities”). The Initial Securities will be unconditionally guaranteed by Genpact Limited, an exempted company organized under the laws of Bermuda (the “Guarantor” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture and a supplemental indenture thereto, each dated as of March 27, 2017 (such indenture, together with such supplemental indenture, the “Indenture”), among the Issuer, the Guarantor and Wells Fargo Bank, National Association,
Genpact Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg trade and company register under number B131.149 (the “Issuer”), proposes to issue and sell to the Initial Purchasers, upon the terms set forth in a purchase agreement dated as of March 21, 2017 (the “Purchase Agreement”), $350,000,000 aggregate principal amount of its 3.700% Senior Notes due 2022 (the “Initial Securities”). The Initial Securities will be unconditionally guaranteed by Genpact Limited, an exempted company organized under the laws of Bermuda (the “Guarantor” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture and a supplemental indenture thereto, each dated as of March 27, 2017 (such indenture, together with such supplemental indenture, the “Indenture”), among the Issuer, the Guarantor and Wells Fargo Bank, National Association,
September 24th, 1999 · Common Contracts · 314 similar Crown Castle International Corp – ISSUER
December 3rd, 2018 · Common Contracts · 313 similar WestRock Co – REGISTRATION RIGHTS AGREEMENT by and among WRKCo Inc. the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated HSBC Securities (USA) Inc. Rabo Securities USA, Inc. SMBC Nikko Securities America, Inc. Wells Fargo Securities,... This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 3, 2018, by and among WRKCo Inc., a Delaware corporation (the “Company”), the Guarantors party hereto (collectively, the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc., Rabo Securities USA, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several initial purchasers named in Schedule A (the “Initial Purchasers”). Pursuant to the Purchase Agreement (as defined below), the Initial Purchasers have agreed to purchase the Company’s 4.650% Senior Notes due 2026 (the “2026 Notes”) and the 4.900% Senior Notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”), each series of which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 3, 2018, by and among WRKCo Inc., a Delaware corporation (the “Company”), the Guarantors party hereto (collectively, the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc., Rabo Securities USA, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several initial purchasers named in Schedule A (the “Initial Purchasers”). Pursuant to the Purchase Agreement (as defined below), the Initial Purchasers have agreed to purchase the Company’s 4.650% Senior Notes due 2026 (the “2026 Notes”) and the 4.900% Senior Notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”), each series of which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”
July 10th, 2018 · Common Contracts · 300 similar Replimune Group, Inc. – Underwriting Agreement Replimune Group, 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 [·] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [·] shares of common stock 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”.
Replimune Group, 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 [·] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [·] shares of common stock 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”.
November 20th, 2007 · Common Contracts · 264 similar Mylan Inc. – MYLAN INC. (a Pennsylvania corporation) 1,860,000 Shares of 6.50% Mandatory Convertible Preferred Stock PURCHASE AGREEMENT MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated GOLDMAN, SACHS & CO. as Representatives of the several Underwriters c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated GOLDMAN, SACHS & CO. as Representatives of the several Underwriters c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080
June 5th, 2019 · Common Contracts · 255 similar Vishay Intertechnology Inc – CREDIT AGREEMENT dated as of June 5, 2019 among VISHAY INTERTECHNOLOGY, INC., as Borrower The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., as Joint Lead Arranger and Joint... Exhibit I-3 Form of U.S. Tax Certificate for Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit I-3 Form of U.S. Tax Certificate for Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes
November 9th, 2016 · Common Contracts · 245 similar Qualcomm Inc/De – AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of November 8, 2016, among QUALCOMM INCORPORATED, a Delaware 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 (this “Agreement”) is entered into as of November 8, 2016, among QUALCOMM INCORPORATED, a Delaware 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 29th, 2022 · Common Contracts · 237 similar Brunswick Corp – Brunswick Corporation Underwriting Agreement Brunswick Corporation, 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”), $450,000,000 aggregate principal amount of its 4.400% Senior Notes due 2032 (the “2032 Notes”) and $300,000,000 aggregate principal amount of its 5.100% Senior Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of October 3, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”). The Base Indenture will be supplemented by a Fifth Supplemental Indenture (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to be dated as of the Closing Date between the Company and the Trustee to establish c
Brunswick Corporation, 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”), $450,000,000 aggregate principal amount of its 4.400% Senior Notes due 2032 (the “2032 Notes”) and $300,000,000 aggregate principal amount of its 5.100% Senior Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of October 3, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”). The Base Indenture will be supplemented by a Fifth Supplemental Indenture (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to be dated as of the Closing Date between the Company and the Trustee to establish c
April 13th, 2011 · Common Contracts · 229 similar Dollar Financial Corp – DOLLAR FINANCIAL CORP. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT Credit Suisse Securities (USA) LLC, Nomura Securities International, Inc. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
Credit Suisse Securities (USA) LLC, Nomura Securities International, Inc. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
March 22nd, 2007 · Common Contracts · 227 similar Toreador Resources Corp – REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 21, 2007, by and among Toreador Resources Corporation, a Delaware corporation, with headquarters located at 4809 Cole Avenue, Suite 108, Dallas, Texas 75205 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 21, 2007, by and among Toreador Resources Corporation, a Delaware corporation, with headquarters located at 4809 Cole Avenue, Suite 108, Dallas, Texas 75205 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
May 8th, 2020 · Common Contracts · 213 similar Loews Corp – Loews Corporation $500,000,000 3.200% Senior Notes due 2030 Underwriting Agreement Loews Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 3.200% Senior Notes due 2030 (the “Securities”), to be issued under (a) an Indenture dated as of March 1, 1986 (as supplemented by the First Supplemental Indenture dated as of March 30, 1993, and the Second Supplemental Indenture, dated as of February 18, 1997, the “Senior Indenture”), between the Company and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank (National Association)), as trustee (the “Trustee”), and (b) resolutions of a securities committee authorized by the Executive Committee of the Board of Directors of the Company to determine the terms of the Securities dated as of May 6, 2020 (such resolutions, together with the Senior Indenture, are collectively referred to here
Loews Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 3.200% Senior Notes due 2030 (the “Securities”), to be issued under (a) an Indenture dated as of March 1, 1986 (as supplemented by the First Supplemental Indenture dated as of March 30, 1993, and the Second Supplemental Indenture, dated as of February 18, 1997, the “Senior Indenture”), between the Company and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank (National Association)), as trustee (the “Trustee”), and (b) resolutions of a securities committee authorized by the Executive Committee of the Board of Directors of the Company to determine the terms of the Securities dated as of May 6, 2020 (such resolutions, together with the Senior Indenture, are collectively referred to here
October 26th, 2021 · Common Contracts · 211 similar GoGreen Investments Corp – 24,000,000 Units GoGreen Investments Corporation UNDERWRITING AGREEMENT GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 24,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). 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 the Underwriters, and the term “Underwriters” shall mean either the singular or plural as the context requi
GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 24,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). 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 the Underwriters, and the term “Underwriters” shall mean either the singular or plural as the context requi
May 19th, 2016 · Common Contracts · 209 similar Allegheny Technologies Inc – CITIGROUP GLOBAL MARKETS INC. ALLEGHENY TECHNOLOGIES INCORPORATED Underwriting Agreement Allegheny Technologies Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of $250,000,000 principal amount of its 4.75% Convertible Senior Notes due 2022 (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional $37,500,000 principal amount of its 4.75% Convertible Senior Notes due 2022 to cover over-allotments (the “Option Securities”, and together with the Underwritten Securities, the “Securities”). The Securities are convertible into shares (the “Underlying Shares”) of common stock, par value $0.10 per share (the “Common Stock”), of the Company at the conversion price set forth in the Prospectus (as defined below). The Securities are to be issued under a base indenture, dated as of June 1, 2009, (the “Base Indenture”) as suppl
Allegheny Technologies Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of $250,000,000 principal amount of its 4.75% Convertible Senior Notes due 2022 (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional $37,500,000 principal amount of its 4.75% Convertible Senior Notes due 2022 to cover over-allotments (the “Option Securities”, and together with the Underwritten Securities, the “Securities”). The Securities are convertible into shares (the “Underlying Shares”) of common stock, par value $0.10 per share (the “Common Stock”), of the Company at the conversion price set forth in the Prospectus (as defined below). The Securities are to be issued under a base indenture, dated as of June 1, 2009, (the “Base Indenture”) as suppl
August 10th, 2015 · Common Contracts · 198 similar Precision Castparts Corp – AGREEMENT AND PLAN OF MERGER by and among BERKSHIRE HATHAWAY INC., NW MERGER SUB INC. and PRECISION CASTPARTS CORP. AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 8, 2015, by and among Berkshire Hathaway Inc., a Delaware corporation (“Parent”), NW Merger Sub Inc., an Oregon corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Precision Castparts Corp., an Oregon corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 8, 2015, by and among Berkshire Hathaway Inc., a Delaware corporation (“Parent”), NW Merger Sub Inc., an Oregon corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Precision Castparts Corp., an Oregon corporation (the “Company”).
March 11th, 1998 · Common Contracts · 180 similar Crown Castle International Corp – EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT Dated as of November 25, 1997 by and among CROWN CASTLE INTERNATIONAL CORP.
November 22nd, 2002 · Common Contracts · 171 similar Goodrich Corp – GOODRICH CORPORATION Common Stock Underwriting Agreement From time to time Goodrich Corporation, a New York corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its equity securities (the “Securities”) specified in Schedule II to such Pricing Agreement. The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Securities set forth in Schedule I to the applicable Pricing Agreement to cover over-allotments (the “Option Securities”; the Option Securities, together with the Securities, being hereinafter called the “Designated Securities”).
From time to time Goodrich Corporation, a New York corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its equity securities (the “Securities”) specified in Schedule II to such Pricing Agreement. The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Securities set forth in Schedule I to the applicable Pricing Agreement to cover over-allotments (the “Option Securities”; the Option Securities, together with the Securities, being hereinafter called the “Designated Securities”).
August 6th, 2004 · Common Contracts · 157 similar On Semiconductor Corp – REGISTRATION RIGHTS AGREEMENT between ON SEMICONDUCTOR CORPORATION as Issuer, and MORGAN STANLEY & CO. INCORPORATED CREDIT SUISSE FIRST BOSTON LLC as Representatives of the Initial Purchasers Dated as of April 6, 2004 REGISTRATION RIGHTS AGREEMENT dated as of April 6, 2004, between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as representatives of the initial purchasers (the “Initial Purchasers”), pursuant to the Purchase Agreement dated March 31, 2004 (the “Purchase Agreement”), among the Company, the guarantors listed therein (the “Guarantors”) and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide (including by causing the Guarantors to take such actions as may be required to provide) the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENT dated as of April 6, 2004, between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as representatives of the initial purchasers (the “Initial Purchasers”), pursuant to the Purchase Agreement dated March 31, 2004 (the “Purchase Agreement”), among the Company, the guarantors listed therein (the “Guarantors”) and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide (including by causing the Guarantors to take such actions as may be required to provide) the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
November 24th, 2004 · Common Contracts · 150 similar Cb Richard Ellis Group Inc – Shares CB RICHARD ELLIS GROUP, INC. Common Stock FORM OF UNDERWRITING AGREEMENT
April 29th, 2002 · Common Contracts · 144 similar Burlington Resources Finance Co – Exhibit 4.3 Registration Rights Agreement Dated As of November 16, 2001
November 4th, 2013 · Common Contracts · 139 similar Alliant Techsystems Inc – Alliant Techsystems Inc. and each of the Subsidiary Guarantors named herein 5.25% SENIOR NOTES DUE 2021 Indenture Dated as of November 1, 2013 The Bank of New York Mellon Trust Company, N.A. Trustee INDENTURE dated as of November 1, 2013 among Alliant Techsystems Inc., a Delaware corporation, the Subsidiary Guarantors (as defined below) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (as defined below).
INDENTURE dated as of November 1, 2013 among Alliant Techsystems Inc., a Delaware corporation, the Subsidiary Guarantors (as defined below) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (as defined below).