March 4th, 2022 · Common Contracts · 1000 similar SHUAA Partners Acquisition Corp I – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 2022 by and between SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (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 March 1, 2022 by and between SHUAA Partners Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
April 5th, 2022 · Common Contracts · 1000 similar Health Assurance Acquisition Corp. – INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 5, 2022, effective as of March 30, 2022, by and between Health Assurance Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 5, 2022, effective as of March 30, 2022, by and between Health Assurance Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
October 25th, 2021 · Common Contracts · 1000 similar Juniper II Corp. – WARRANT AGREEMENT between JUNIPER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Juniper II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Juniper II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
January 8th, 2008 · Common Contracts · 1000 similar Maxum Petroleum Holdings, Inc. – FORM OF RIGHTS AGREEMENT dated as of between MAXUM PETROLEUM HOLDINGS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agent RIGHTS AGREEMENT, dated as of [•], 2008 (this “Agreement”), between Maxum Petroleum Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
RIGHTS AGREEMENT, dated as of [•], 2008 (this “Agreement”), between Maxum Petroleum Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
January 28th, 2022 · Common Contracts · 1000 similar ONS Acquisition Corp. – ONS Acquisition Corp. 15,000,000 Units UNDERWRITING AGREEMENT ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. is acting as Representative (the “Representative”), an aggregate of 15,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 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 in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this agreement (this “Agreement”) and not otherwise defined are defin
ONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. is acting as Representative (the “Representative”), an aggregate of 15,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 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 in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this agreement (this “Agreement”) and not otherwise defined are defin
July 13th, 2011 · Common Contracts · 1000 similar Acadia Healthcare Company, Inc. – CREDIT AGREEMENT Dated as of April 1, 2011 among ACADIA HEALTHCARE COMPANY, LLC, as the Borrower, ACADIA HEALTHCARE HOLDINGS, LLC AND ITS SUBSIDIARIES IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line... This CREDIT AGREEMENT is entered into as of April 1, 2011 among ACADIA HEALTHCARE COMPANY, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
This CREDIT AGREEMENT is entered into as of April 1, 2011 among ACADIA HEALTHCARE COMPANY, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
November 23rd, 2021 · Common Contracts · 1000 similar Infinite Acquisition Corp. – WARRANT AGREEMENT This agreement (“Agreement”) is made as of November 23, 2021 between Infinite Acquisition Corp., a Cayman Islands exempted company, with offices at 660 Madison Avenue, New York, New York 10065 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
This agreement (“Agreement”) is made as of November 23, 2021 between Infinite Acquisition Corp., a Cayman Islands exempted company, with offices at 660 Madison Avenue, New York, New York 10065 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
July 24th, 2018 · Common Contracts · 990 similar Wellcare Health Plans, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 23, 2018 among WELLCARE HEALTH PLANS, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 23, 2018 among WELLCARE HEALTH PLANS, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK, BANK OF AMERICA, N.A., MUFG BANK, LTD. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and GOLDMAN SACHS BANK USA and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 23, 2018 among WELLCARE HEALTH PLANS, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK, BANK OF AMERICA, N.A., MUFG BANK, LTD. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and GOLDMAN SACHS BANK USA and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.
April 4th, 2014 · Common Contracts · 914 similar Phibro Animal Health Corp – PHIBRO ANIMAL HEALTH CORPORATION (a Delaware corporation) [l] Shares of Common Stock UNDERWRITING AGREEMENT The undersigned, a stockholder [and an officer and/or director] of Phibro Animal Health Corporation, a New York corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Stockholder providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of
The undersigned, a stockholder [and an officer and/or director] of Phibro Animal Health Corporation, a New York corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Stockholder providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of
November 8th, 2021 · Common Contracts · 876 similar Onyx Acquisition Co. I – ONYX ACQUISITION CO. I UNDERWRITING AGREEMENT The undersigned, Onyx Acquisition Co. 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, Onyx Acquisition Co. 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:
August 11th, 2011 · Common Contracts · 686 similar Conexant Systems Inc – INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2011, by and between Conexant Holdings, Inc., a Delaware corporation (the “Company”), and Sailesh Chittipeddi (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 13.
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2011, by and between Conexant Holdings, Inc., a Delaware corporation (the “Company”), and Sailesh Chittipeddi (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 13.
April 18th, 2022 · Common Contracts · 627 similar Affimed N.V. – Affimed N.V. 22,500,000 Common Shares (Par Value €0.01 Per Share) UNDERWRITING AGREEMENT
August 27th, 2021 · Common Contracts · 617 similar Apeiron Capital Investment Corp. – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Apeiron Capital Investment 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 Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
March 1st, 2021 · Common Contracts · 599 similar InflaRx N.V. – InflaRx N.V. 15,000,000 Common Shares Warrants to Purchase up to 15,000,000 Common Shares Underwriting Agreement InflaRx N.V., a public limited liability company (naamloze vennootschap) under Dutch law, (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 (i) 15,000,000 common shares (the “Common Shares”) with a nominal value of €0.12 per share in the capital of the Company (the “Shares”) and (ii) 15,000,000 warrants to purchase an aggregate of 15,000,000 Common Shares (the “Warrants”), such Warrants substantially in the form attached to the Preliminary Prospectus (as defined below). The Shares and the Warrants are referred to herein as the “Securities”. The Common Shares to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Common Shares issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares”. The Warrants will be issued pursuant to a Warrant Agreement (the “Warrant
InflaRx N.V., a public limited liability company (naamloze vennootschap) under Dutch law, (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 (i) 15,000,000 common shares (the “Common Shares”) with a nominal value of €0.12 per share in the capital of the Company (the “Shares”) and (ii) 15,000,000 warrants to purchase an aggregate of 15,000,000 Common Shares (the “Warrants”), such Warrants substantially in the form attached to the Preliminary Prospectus (as defined below). The Shares and the Warrants are referred to herein as the “Securities”. The Common Shares to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Common Shares issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares”. The Warrants will be issued pursuant to a Warrant Agreement (the “Warrant
January 14th, 2011 · Common Contracts · 523 similar Charter Communications, Inc. /Mo/ – CCO HOLDINGS, LLC and CCO HOLDINGS CAPITAL CORP., as Issuers, CHARTER COMMUNICATIONS, INC., as Parent Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE dated as of January 11, 2011 among CCO Holdings, LLC, a Delaware limited liability company (as further defined below, the “Company”), CCO Holdings Capital Corp., a Delaware corporation (as further defined below, “Capital Corp” and together with the Company, the “Issuers”), Charter Communications, Inc., a Delaware corporation (as further defined below, “CCI” or the “Parent Guarantor”) (with respect to Article X and Section 7.07 only) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
INDENTURE dated as of January 11, 2011 among CCO Holdings, LLC, a Delaware limited liability company (as further defined below, the “Company”), CCO Holdings Capital Corp., a Delaware corporation (as further defined below, “Capital Corp” and together with the Company, the “Issuers”), Charter Communications, Inc., a Delaware corporation (as further defined below, “CCI” or the “Parent Guarantor”) (with respect to Article X and Section 7.07 only) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
November 2nd, 2016 · Common Contracts · 467 similar Inteliquent, Inc. – AGREEMENT AND PLAN OF MERGER, by and among ONVOY, LLC, ONVOY IGLOO MERGER SUB, INC. and INTELIQUENT, INC. Dated as of November 2, 2016 AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this “Agreement”), by and among Onvoy, LLC, a Minnesota limited liability company (“Parent”), Onvoy Igloo Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and Inteliquent, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this “Agreement”), by and among Onvoy, LLC, a Minnesota limited liability company (“Parent”), Onvoy Igloo Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and Inteliquent, Inc., a Delaware corporation (the “Company”).
March 21st, 2022 · Common Contracts · 428 similar Spring Valley Acquisition Corp. II – REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
August 5th, 2020 · Common Contracts · 426 similar Dynatrace, Inc. – Dynatrace, Inc. Common Stock, par value $0.001 per share Underwriting Agreement The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Dynatrace, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 25,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 3,750,000 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 are herein collectively called the “Shares”.
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Dynatrace, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 25,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 3,750,000 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 are herein collectively called the “Shares”.
December 2nd, 2013 · Common Contracts · 419 similar NOODLES & Co – FORM OF UNDERWRITING AGREEMENT The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and UBS Securities LLC (“UBS,” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Noodles & Company, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and UBS (the “Underwriters”), of ___ shares (the “Shares”) of the common stock, $.01 par value of the Company (the “Common Stock”).
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and UBS Securities LLC (“UBS,” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Noodles & Company, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and UBS (the “Underwriters”), of ___ shares (the “Shares”) of the common stock, $.01 par value of the Company (the “Common Stock”).
April 21st, 2020 · Common Contracts · 405 similar Express, Inc. – RIGHTS AGREEMENT Dated as of April 20, 2020 between Express, Inc. and Computershare Trust Company, N.A. as Rights Agent This Rights Agreement (this “Agreement”), dated as of April 20, 2020, is between Express, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
This Rights Agreement (this “Agreement”), dated as of April 20, 2020, is between Express, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
September 25th, 2020 · Common Contracts · 400 similar Nexstar Media Group, Inc. – NEXSTAR BROADCASTING, INC., as Issuer the GUARANTORS party hereto from time to time AND CITIBANK, N.A., as Trustee 4.750% Senior Notes due 2028 INDENTURE Dated as of September 25, 2020 INDENTURE dated as of September 25, 2020, among NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Issuer”), the Guarantors, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).
INDENTURE dated as of September 25, 2020, among NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Issuer”), the Guarantors, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).
April 8th, 2021 · Common Contracts · 385 similar Atlas Crest Investment Corp. III – FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Atlas Crest Investment Corp. III, a Delaware corporation (the “Company”), and _______ (“Indemnitee”).
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Atlas Crest Investment Corp. III, a Delaware corporation (the “Company”), and _______ (“Indemnitee”).
January 25th, 2021 · Common Contracts · 374 similar ReneSola LTD – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2021, between ReneSola Ltd., a company organized under the laws of the British Virgin Islands (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 January 25, 2021, between ReneSola Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
September 24th, 2021 · Common Contracts · 337 similar RBC Bearings INC – Underwriting Agreement RBC Bearings Incorporated, 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”) an aggregate of 3,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 450,000 additional shares (the “Optional Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
RBC Bearings Incorporated, 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”) an aggregate of 3,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 450,000 additional shares (the “Optional Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
April 28th, 2011 · Common Contracts · 334 similar Commercial Vehicle Group, Inc. – COMMERCIAL VEHICLE GROUP, INC. REGISTRATION RIGHTS AGREEMENT Commercial Vehicle Group, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated April 13, 2011 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2019 (the “Initial Securities”) to be unconditionally guaranteed on a senior secured basis by each of the subsidiaries of the Issuer listed on Schedule A hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of April 26, 2011 (the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser, the Company agrees with the Initial Purchaser, for the benefit of the holders of the Transfer Restricted Securities (as defined below) (including, without limitation, the Initial Purcha
Commercial Vehicle Group, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated April 13, 2011 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2019 (the “Initial Securities”) to be unconditionally guaranteed on a senior secured basis by each of the subsidiaries of the Issuer listed on Schedule A hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of April 26, 2011 (the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser, the Company agrees with the Initial Purchaser, for the benefit of the holders of the Transfer Restricted Securities (as defined below) (including, without limitation, the Initial Purcha
December 17th, 2013 · Common Contracts · 314 similar Churchill Downs Inc – CHURCHILL DOWNS INCORPORATED as Company, The Guarantors named herein, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, Transfer Agent and Authenticating Agent 5.375% Senior Notes due 2021
May 18th, 2012 · Common Contracts · 313 similar Prestige Brands Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT by and among Prestige Brands, Inc. Prestige Brands Holdings, Inc. Prestige Personal Care Holdings, Inc. Prestige Personal Care, Inc. Prestige Services Corp. Prestige Brands Holdings, Inc. Prestige Brands International,... This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2012, by and among Prestige Brands, Inc., a Delaware corporation (the “Company”), Prestige Brands Holdings, Inc., Prestige Personal Care Holdings, Inc., Prestige Personal Care, Inc., Prestige Services Corp., Prestige Brands Holdings, Inc., Prestige Brands International, Inc., Medtech Holdings, Inc., Medtech Products Inc., The Cutex Company, The Denorex Company, The Spic and Span Company and Blacksmith Brands, Inc. (collectively, the “Guarantors”), and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and Deutsche Bank Securities Inc. (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.125% Senior Notes due 2020 (the “Initial Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Initial Not
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2012, by and among Prestige Brands, Inc., a Delaware corporation (the “Company”), Prestige Brands Holdings, Inc., Prestige Personal Care Holdings, Inc., Prestige Personal Care, Inc., Prestige Services Corp., Prestige Brands Holdings, Inc., Prestige Brands International, Inc., Medtech Holdings, Inc., Medtech Products Inc., The Cutex Company, The Denorex Company, The Spic and Span Company and Blacksmith Brands, Inc. (collectively, the “Guarantors”), and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and Deutsche Bank Securities Inc. (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.125% Senior Notes due 2020 (the “Initial Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Initial Not
December 2nd, 2010 · Common Contracts · 255 similar Concerto Software (Japan) Corp – CREDIT AGREEMENT dated as of May 7, 2010, among ASPECT SOFTWARE PARENT, INC., ASPECT SOFTWARE INTERMEDIATE HOLDINGS LLC, ASPECT INTERNATIONAL LLC, ASPECT SOFTWARE, INC., as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as... CREDIT AGREEMENT dated as of May 7, 2010 (this “Agreement”), among ASPECT SOFTWARE PARENT, INC., a Delaware corporation (“Parent”), ASPECT SOFTWARE INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Intermediate Holdings”), ASPECT INTERNATIONAL LLC, a Delaware limited liability company (“Holdings”), ASPECT SOFTWARE, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank, and JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Co-Syndication Agents.
CREDIT AGREEMENT dated as of May 7, 2010 (this “Agreement”), among ASPECT SOFTWARE PARENT, INC., a Delaware corporation (“Parent”), ASPECT SOFTWARE INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Intermediate Holdings”), ASPECT INTERNATIONAL LLC, a Delaware limited liability company (“Holdings”), ASPECT SOFTWARE, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank, and JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Co-Syndication Agents.
July 20th, 2020 · Common Contracts · 253 similar InflaRx N.V. – SALES AGREEMENT InflaRx N.V., a public limited liability company (naamloze vennootschap) under Dutch law (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
InflaRx N.V., a public limited liability company (naamloze vennootschap) under Dutch law (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
February 16th, 2022 · Common Contracts · 230 similar World Omni Auto Receivables Trust 2022-A – TRUST AGREEMENT between WORLD OMNI AUTO RECEIVABLES LLC, as Depositor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee Dated as of February 16, 2022 This TRUST AGREEMENT is dated February 16, 2022, between WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and Wilmington Trust, National Association, a national banking association, as owner trustee (the “Owner Trustee”).
This TRUST AGREEMENT is dated February 16, 2022, between WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and Wilmington Trust, National Association, a national banking association, as owner trustee (the “Owner Trustee”).
March 15th, 2021 · Common Contracts · 218 similar Transformational CPG Acquisition Corp. – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Transformational CPG 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 , 2021 by and between Transformational CPG Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
February 26th, 2010 · Common Contracts · 213 similar Wyndham Worldwide Corp – WYNDHAM WORLDWIDE CORPORATION $250,000,000 7.375% Notes due 2020 Underwriting Agreement Wyndham Worldwide Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and 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 7.375% Notes due 2020 identified in Schedule II hereto (the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of November 20, 2008, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) and a third supplemental indenture between the Company and the Trustee to be dated the Closing Date (together with the Base Indenture, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of neuter in this Ag
Wyndham Worldwide Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and 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 7.375% Notes due 2020 identified in Schedule II hereto (the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of November 20, 2008, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) and a third supplemental indenture between the Company and the Trustee to be dated the Closing Date (together with the Base Indenture, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of neuter in this Ag
February 11th, 2022 · Common Contracts · 211 similar Spring Valley Acquisition Corp. II – Spring Valley ACQUISITION Corp. II 20,000,000 Units Underwriting Agreement Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
June 13th, 2011 · Common Contracts · 198 similar Ems Technologies Inc – AGREEMENT AND PLAN OF MERGER among EMS TECHNOLOGIES, INC., HONEYWELL INTERNATIONAL INC. and EGRET ACQUISITION CORP. Dated June 13, 2011 This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 13, 2011, among EMS Technologies, Inc., a Georgia corporation (the “Company”), Honeywell International Inc., a Delaware corporation (“Parent”), and Egret Acquisition Corp., a Georgia corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 13, 2011, among EMS Technologies, Inc., a Georgia corporation (the “Company”), Honeywell International Inc., a Delaware corporation (“Parent”), and Egret Acquisition Corp., a Georgia corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
March 16th, 2022 · Common Contracts · 190 similar Atlas Crest Investment Corp. III – WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Atlas Crest Investment Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Atlas Crest Investment Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).