February 19th, 2021 · Common Contracts · 1000 similar Ancora Advisors, LLC – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, between Potbelly Corporation, 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 February 9, 2021, between Potbelly Corporation, 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”).
January 5th, 2009 · Common Contracts · 1000 similar Ion Geophysical Corp – RIGHTS AGREEMENT between ION Geophysical Corporation and Computershare Trust Company, N.A. Rights Agent Dated as of December 30, 2008 Rights Agreement, dated as of December 30, 2008 (the “Agreement”), by and between ION Geophysical Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
Rights Agreement, dated as of December 30, 2008 (the “Agreement”), by and between ION Geophysical Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
July 23rd, 2021 · Common Contracts · 1000 similar Lument Finance Trust, Inc. – INDENTURE Dated as of [____________], [____] Between LUMENT FINANCE TRUST, INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Subordinated Debt Securities CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318... INDENTURE, dated as of [____________], [____], between Lument Finance Trust, Inc., a corporation duly organized and existing under the laws of Maryland (the “Company”), and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”).
INDENTURE, dated as of [____________], [____], between Lument Finance Trust, Inc., a corporation duly organized and existing under the laws of Maryland (the “Company”), and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”).
December 3rd, 2012 · Common Contracts · 1000 similar Equifax Inc – 364-DAY CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 1, 2012, among EQUIFAX INC., a Georgia 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.
This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 1, 2012, among EQUIFAX INC., a Georgia 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.
February 14th, 2022 · Common Contracts · 990 similar Dexcom Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENTdated as of October 13, 2021 by and amongDEXCOM, INC., as Borrower,the Lenders party hereto,andJPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent___________________________JPMORGAN CHASE... SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 13, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among DEXCOM, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 13, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among DEXCOM, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
May 4th, 2021 · Common Contracts · 914 similar Lument Finance Trust, Inc. – LUMENT FINANCE TRUST, INC. (a Maryland corporation) 2,400,000 Shares of 7.875% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) UNDERWRITING AGREEMENT Dated: April 28, 2021 LUMENT FINANCE TRUST, INC. (a Maryland... Piper Sandler & Co. Raymond James & Associates, Inc. as representatives of the several underwriters named in Schedule A hereto
Piper Sandler & Co. Raymond James & Associates, Inc. as representatives of the several underwriters named in Schedule A hereto
December 27th, 2021 · Common Contracts · 876 similar Sagaliam Acquisition Corp – SAGALIAM ACQUISITION CORP. UNDERWRITING AGREEMENT Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
April 16th, 2019 · Common Contracts · 839 similar UBS Commercial Mortgage Trust 2019-C16 – UBS COMMERCIAL MORTGAGE SECURITIZATION CORP., as Depositor Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer This Pooling and Servicing Agreement is dated and effective as of December 1, 2018, among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
This Pooling and Servicing Agreement is dated and effective as of December 1, 2018, among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
December 27th, 2021 · Common Contracts · 791 similar AgileThought, Inc. – UNDERWRITING AGREEMENT between AgileThought, Inc. and as Representative of the Several Underwriters The undersigned, AgileThought, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) set forth below. If no other underwriters are listed on Schedule 1 hereto, then references to the underwriters shall refer, mutatis mutandis, to the Representative.
The undersigned, AgileThought, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) set forth below. If no other underwriters are listed on Schedule 1 hereto, then references to the underwriters shall refer, mutatis mutandis, to the Representative.
January 25th, 2018 · Common Contracts · 774 similar Bank 2017-Bnk5 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 8, 2017 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) Westchester One This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of June 8, 2017 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”) and MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”).
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of June 8, 2017 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”) and MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”).
April 11th, 2019 · Common Contracts · 627 similar Zosano Pharma Corp – ZOSANO PHARMA CORPORATION 5,000,000 Shares of Common Stock (par value $0.0001 per share) Underwriting Agreement Zosano Pharma Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The 5,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 Shares (the Shares issuable pursuant to such option are collectively called the “Option Shares”). The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative”
Zosano Pharma Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The 5,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 Shares (the Shares issuable pursuant to such option are collectively called the “Option Shares”). The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative”
November 25th, 2019 · Common Contracts · 617 similar Amplitude Healthcare Acquisition Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT
March 5th, 2021 · Common Contracts · 599 similar Dynex Capital Inc – DYNEX CAPITAL, INC. 3,500,000 Shares of Common Stock Underwriting Agreement Dynex Capital, Inc., 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 representatives (the “Representatives”), an aggregate of 3,500,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and, at the option of the Underwriters, up to an additional 525,000 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”. For purposes of this underwriting agreement (this “Agreement”), the term Representatives as used herein shall mean you and shall mean the singular.
Dynex Capital, Inc., 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 representatives (the “Representatives”), an aggregate of 3,500,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and, at the option of the Underwriters, up to an additional 525,000 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”. For purposes of this underwriting agreement (this “Agreement”), the term Representatives as used herein shall mean you and shall mean the singular.
August 16th, 2013 · Common Contracts · 532 similar Ocz Technology Group Inc – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2013, between OCZ Technology 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 August 12, 2013, between OCZ Technology 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”).
August 9th, 2012 · Common Contracts · 523 similar Isle of Capri Casinos Inc – ISLE OF CAPRI CASINOS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 8.875% SENIOR SUBORDINATED NOTES DUE 2020 INDENTURE dated as of August 7, 2012 among Isle of Capri Casinos, Inc., a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association, as trustee.
INDENTURE dated as of August 7, 2012 among Isle of Capri Casinos, Inc., a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association, as trustee.
September 29th, 2017 · Common Contracts · 509 similar Citigroup Commercial Mortgage Trust 2017-P8 – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and STARWOOD MORTGAGE FUNDING V LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2017 Citigroup Commercial Mortgage Trust 2017-P8 Commercial Mortgage Pass- Through... Mortgage Loan Mortgaged Property. The Mortgagor has moved to dismiss the case and a settlement is pending pursuant to the terms of which, the sole tenant at the Mortgaged Property will be required to add sound proofing to certain parts of the roof plan.
Mortgage Loan Mortgaged Property. The Mortgagor has moved to dismiss the case and a settlement is pending pursuant to the terms of which, the sole tenant at the Mortgaged Property will be required to add sound proofing to certain parts of the roof plan.
January 13th, 2021 · Common Contracts · 467 similar Corning Natural Gas Holding Corp – AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), is entered into as of January 12, 2021, by and among Corning Natural Gas Holding Corporation, a New York corporation (the “Company”), ACP CROTONA CORP., a Delaware corporation (“Parent”), and ACP CROTONA MERGER SUB CORP., a New York corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein 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 January 12, 2021, by and among Corning Natural Gas Holding Corporation, a New York corporation (the “Company”), ACP CROTONA CORP., a Delaware corporation (“Parent”), and ACP CROTONA MERGER SUB CORP., a New York corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
January 13th, 2021 · Common Contracts · 431 similar Anchiano Therapeutics Ltd. – ANCHIANO THERAPEUTICS LTD. AND THE BANK OF NEW YORK MELLON DEPOSIT AGREEMENT dated as of February 14, 2019 among ANCHIANO THERAPEUTICS LTD., a company incorporated under the laws of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
DEPOSIT AGREEMENT dated as of February 14, 2019 among ANCHIANO THERAPEUTICS LTD., a company incorporated under the laws of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
October 21st, 2020 · Common Contracts · 426 similar Caliber Home Loans, Inc. – Caliber Home Loans, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement LSF Pickens Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), the sole stockholder of Caliber Home Loans, Inc., a Delaware corporation (the “Company”), proposes, 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 [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 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.”
LSF Pickens Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), the sole stockholder of Caliber Home Loans, Inc., a Delaware corporation (the “Company”), proposes, 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 [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 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 1st, 2014 · Common Contracts · 419 similar Workiva LLC – ] Shares WORKIVA INC. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
February 16th, 2018 · Common Contracts · 334 similar Halcon Resources Corp – HALCÓN RESOURCES CORPORATION REGISTRATION RIGHTS AGREEMENT Halcón Resources Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers identified on Schedule 1 to the Purchase Agreement (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated February 7, 2018 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 6.75% Senior Notes due 2025 (the “New Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The New Securities will be issued pursuant to an Indenture, dated as of February 16, 2017, by and among the Issuer, the Guarantors named therein and U.S. Bank National Association (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of July 24, 2017, and as further su
Halcón Resources Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers identified on Schedule 1 to the Purchase Agreement (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated February 7, 2018 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 6.75% Senior Notes due 2025 (the “New Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The New Securities will be issued pursuant to an Indenture, dated as of February 16, 2017, by and among the Issuer, the Guarantors named therein and U.S. Bank National Association (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of July 24, 2017, and as further su
March 2nd, 2015 · Common Contracts · 313 similar Oshkosh Corp – REGISTRATION RIGHTS AGREEMENT by and among Oshkosh Corporation and the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Initial Purchasers Dated as of March 2, 2015 This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2015, by and among Oshkosh Corporation, a Wisconsin corporation (the “Company”), the guarantors named in the Purchase Agreement (as defined below) (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of and as representative of the several initial purchasers listed on Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, severally and not jointly, the Company’s 5.375% Senior Notes due 2025 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2015, by and among Oshkosh Corporation, a Wisconsin corporation (the “Company”), the guarantors named in the Purchase Agreement (as defined below) (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of and as representative of the several initial purchasers listed on Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, severally and not jointly, the Company’s 5.375% Senior Notes due 2025 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
November 16th, 2018 · Common Contracts · 305 similar Kbr, Inc. – From: BNP Paribas The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between BNP Paribas (“Dealer”) and KBR, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between BNP Paribas (“Dealer”) and KBR, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
February 19th, 2020 · Common Contracts · 300 similar Dynex Capital Inc – DYNEX CAPITAL, INC. 4,000,000 Shares UNDERWRITING AGREEMENT Dynex Capital, Inc., 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 representatives (the “Representatives”), an aggregate of 4,000,000 shares (the “Underwritten Shares”) of 6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of the Company (the “Preferred Stock”) and, at the option of the Underwriters, up to an additional 600,000 shares of Preferred Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Shares shall be established by Articles of Amendment to the Restated Articles of Incorporation of the Company (the “Articles of Amendment”).
Dynex Capital, Inc., 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 representatives (the “Representatives”), an aggregate of 4,000,000 shares (the “Underwritten Shares”) of 6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of the Company (the “Preferred Stock”) and, at the option of the Underwriters, up to an additional 600,000 shares of Preferred Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Shares shall be established by Articles of Amendment to the Restated Articles of Incorporation of the Company (the “Articles of Amendment”).
June 28th, 2021 · Common Contracts · 253 similar Zosano Pharma Corp – Zosano Pharma Corporation Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement Zosano Pharma Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (each, an “Agent,” and together, the “Agents”), as follows:
Zosano Pharma Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (each, an “Agent,” and together, the “Agents”), as follows:
October 1st, 2021 · Common Contracts · 245 similar Sagaliam Acquisition Corp – INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
May 4th, 2021 · Common Contracts · 245 similar Texas Roadhouse, Inc. – AMENDMENT NO. 2 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 4, 2021 This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 7, 2017, among TEXAS ROADHOUSE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swing Line Lender.
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 7, 2017, among TEXAS ROADHOUSE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swing Line Lender.
June 1st, 2020 · Common Contracts · 237 similar Kellogg Co – KELLOGG COMPANY Underwriting Agreement Kellogg Company, 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”), $500,000,000 aggregate principal amount of its 2.100% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of May 21, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
Kellogg Company, 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”), $500,000,000 aggregate principal amount of its 2.100% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of May 21, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
February 6th, 2015 · Common Contracts · 229 similar Bonanza Creek Energy, Inc. – 7,000,000 Shares BONANZA CREEK ENERGY, INC. Common Stock UNDERWRITING AGREEMENT
December 17th, 2008 · Common Contracts · 218 similar Nara Bancorp Inc – 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.
August 20th, 2020 · Common Contracts · 213 similar Dow Inc. – THE DOW CHEMICAL COMPANY $850,000,000 2.100% Notes due 2030 $1,150,000,000 3.600% Notes due 2050 Underwriting Agreement The Dow Chemical Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. (collectively, the “Representatives”) are acting as representatives, $850,000,000 aggregate principal amount of the Company’s 2.100% Notes due 2030 (the “Notes due 2030”) and $1,150,000,000 aggregate principal amount of the Company’s 3.600% Notes due 2050 (the “Notes due 2050” and, together with the Notes due 2030, the “Securities”), to be issued under an indenture (the “Indenture”) dated as of July 26, 2019, among the Company, Dow Inc., a corporation organized under the laws of the State of Delaware (“Dow”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospect
The Dow Chemical Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. (collectively, the “Representatives”) are acting as representatives, $850,000,000 aggregate principal amount of the Company’s 2.100% Notes due 2030 (the “Notes due 2030”) and $1,150,000,000 aggregate principal amount of the Company’s 3.600% Notes due 2050 (the “Notes due 2050” and, together with the Notes due 2030, the “Securities”), to be issued under an indenture (the “Indenture”) dated as of July 26, 2019, among the Company, Dow Inc., a corporation organized under the laws of the State of Delaware (“Dow”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospect
March 7th, 2022 · Common Contracts · 209 similar Aptargroup, Inc. – AptarGroup, Inc. Underwriting Agreement AptarGroup, 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”), $400,000,000 principal amount of its 3.600% Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of March 7, 2022 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture thereto to be dated as of March 7, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
AptarGroup, 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”), $400,000,000 principal amount of its 3.600% Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of March 7, 2022 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture thereto to be dated as of March 7, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
October 23rd, 2015 · Common Contracts · 204 similar American Honda Receivables LLC – HONDA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST, as Issuer, AMERICAN HONDA RECEIVABLES LLC, as Seller, and AMERICAN HONDA FINANCE CORPORATION, as Servicer, RPA Seller and Sponsor FORM OF SALE AND SERVICING AGREEMENT Dated [ ] This Sale and Servicing Agreement, dated [__________], is among American Honda Receivables LLC, a Delaware limited liability company (“AHR” or, in its capacity as Seller, the “Seller”), American Honda Finance Corporation, a California corporation (“AHFC” or, in its capacity as Servicer, the “Servicer” and in its capacity as seller under the Receivables Purchase Agreement, the “RPA Seller”), and Honda Auto Receivables 20[__]-[__] Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).
This Sale and Servicing Agreement, dated [__________], is among American Honda Receivables LLC, a Delaware limited liability company (“AHR” or, in its capacity as Seller, the “Seller”), American Honda Finance Corporation, a California corporation (“AHFC” or, in its capacity as Servicer, the “Servicer” and in its capacity as seller under the Receivables Purchase Agreement, the “RPA Seller”), and Honda Auto Receivables 20[__]-[__] Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).
August 11th, 2015 · Common Contracts · 198 similar Yodlee Inc – AGREEMENT AND PLAN OF MERGER by and among EAGLES, INC., YALE MERGER CORP. and YARDBIRDS, INC. Dated as of August 10, 2015 AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2015 (this “Agreement”), by and among Envestnet, Inc., a Delaware corporation (“Parent”), Yale Merger Corp., a Delaware corporation (“Merger Sub”), and Yodlee, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2015 (this “Agreement”), by and among Envestnet, Inc., a Delaware corporation (“Parent”), Yale Merger Corp., a Delaware corporation (“Merger Sub”), and Yodlee, Inc., a Delaware corporation (the “Company”).
November 30th, 2017 · Common Contracts · 196 similar Wells Fargo Commercial Mortgage Trust 2017-C41 – AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 31, 2017 between LADDER CAPITAL FINANCE I LLC for itself to the extent of its interest, and on behalf of Series TRS of Ladder Capital Finance I LLC, and Series TRS of Ladder Capital Finance... THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of October 31, 2017, is between LADDER CAPITAL FINANCE I LLC, a Delaware limited liability company for itself to the extent of its interest, and on behalf of Series TRS of Ladder Capital Finance I LLC, and Series TRS of Ladder Capital Finance I LLC, a Delaware series of Ladder Capital Finance I LLC, a Delaware limited liability company (collectively, “LCF”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder of Note A-1, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, for the benefit of the holders of the LCCM 2017-LC26 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-LC26, as the holder of Note A-2 and LCF, as the holder of Note A-3.
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of October 31, 2017, is between LADDER CAPITAL FINANCE I LLC, a Delaware limited liability company for itself to the extent of its interest, and on behalf of Series TRS of Ladder Capital Finance I LLC, and Series TRS of Ladder Capital Finance I LLC, a Delaware series of Ladder Capital Finance I LLC, a Delaware limited liability company (collectively, “LCF”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder of Note A-1, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, for the benefit of the holders of the LCCM 2017-LC26 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-LC26, as the holder of Note A-2 and LCF, as the holder of Note A-3.