March 26th, 2021 · Common Contracts · 1000 similar Guggenheim Special Purpose Acquisition Corp. I – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [•], 2021 by and between Guggenheim Special Purpose 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 [•], 2021 by and between Guggenheim Special Purpose Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
August 24th, 2021 · Common Contracts · 1000 similar NRX Pharmaceuticals, Inc. – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2021, between NRX Pharmaceuticals, 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 19, 2021, between NRX Pharmaceuticals, 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”).
October 6th, 2006 · Common Contracts · 1000 similar Access Integrated Technologies Inc – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2006, by and among Access Integrated Technologies, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2006, by and among Access Integrated Technologies, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
March 16th, 2021 · Common Contracts · 1000 similar Pine Technology Acquisition Corp. – PINE TECHNOLOGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of March 10, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 10, 2021 is by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 10, 2021 is by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
November 12th, 2021 · Common Contracts · 1000 similar Hunt Companies Acquisition Corp. I – 20,000,000 Units Hunt Companies Acquisition Corp. I UNDERWRITING AGREEMENT Introductory. Hunt Companies Acquisition Corp. I, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”), including 2,500,000 Units to be purchased by the Sponsor (as defined below) or its affiliates (the “Sponsor Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offere
Introductory. Hunt Companies Acquisition Corp. I, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”), including 2,500,000 Units to be purchased by the Sponsor (as defined below) or its affiliates (the “Sponsor Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offere
May 16th, 2013 · Common Contracts · 1000 similar Wendy's Co – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 16, 2013 among Wendy’s International, Inc., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 16, 2013, among Wendy’s International, Inc., an Ohio corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and Fifth Third Bank, The Huntington National Bank, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Co-Documentation Agents.
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 16, 2013, among Wendy’s International, Inc., an Ohio corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and Fifth Third Bank, The Huntington National Bank, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Co-Documentation Agents.
November 12th, 2021 · Common Contracts · 1000 similar Hunt Companies Acquisition Corp. I – WARRANT AGREEMENT
March 27th, 2018 · Common Contracts · 990 similar Sprouts Farmers Market, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 27, 2018 among SPROUTS FARMERS MARKET, INC., as Holdings SPROUTS FARMERS MARKETS HOLDINGS, LLC, as the Borrower The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF... AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 27, 2018 among SPROUTS FARMERS MARKET, INC. (f/k/a Sprouts Farmers Markets, LLC), a Delaware corporation (“Holdings”), SPROUTS FARMERS MARKETS HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, the DEPARTING LENDERS (if any) party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and BMO HARRIS BANK N.A., COÖPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK, B.A. “RABOBANK NEDERLAND,” NEW YORK BRANCH, WELLS FARGO BANK, N.A., and SUNTRUST BANK, as Documentation Agents.
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 27, 2018 among SPROUTS FARMERS MARKET, INC. (f/k/a Sprouts Farmers Markets, LLC), a Delaware corporation (“Holdings”), SPROUTS FARMERS MARKETS HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, the DEPARTING LENDERS (if any) party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and BMO HARRIS BANK N.A., COÖPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK, B.A. “RABOBANK NEDERLAND,” NEW YORK BRANCH, WELLS FARGO BANK, N.A., and SUNTRUST BANK, as Documentation Agents.
July 20th, 2021 · Common Contracts · 914 similar Rotech Healthcare Holdings Inc. – ROTECH HEALTHCARE HOLDINGS INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENT Rotech Healthcare Holdings Inc., a Delaware corporation (the “Company”), confirm its agreement with BofA Securities, Inc. (“BofA”), Jefferies LLC (“Jefferies”), UBS Securities LLC (“UBS”) and Truist Securities, Inc. (“Truist”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA, Jefferies, UBS and Truist are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares of Commo
Rotech Healthcare Holdings Inc., a Delaware corporation (the “Company”), confirm its agreement with BofA Securities, Inc. (“BofA”), Jefferies LLC (“Jefferies”), UBS Securities LLC (“UBS”) and Truist Securities, Inc. (“Truist”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA, Jefferies, UBS and Truist are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares of Commo
March 16th, 2021 · Common Contracts · 876 similar Pine Technology Acquisition Corp. – UNDERWRITING AGREEMENT between PINE TECHNOLOGY ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: March 10, 2021 PINE TECHNOLOGY ACQUISITION CORP. UNDERWRITING AGREEMENT The undersigned, Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” 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”) as follows:
The undersigned, Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” 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”) as follows:
July 29th, 2021 · Common Contracts · 793 similar Hawks Acquisition Corp – Hawks Acquisition Corp c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP New York, New York 10019 We are pleased to accept the offer Hawks Sponsor VI LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Hawks Acquisition Corp, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
We are pleased to accept the offer Hawks Sponsor VI LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Hawks Acquisition Corp, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
April 14th, 2022 · Common Contracts · 627 similar Terawulf Inc. – TERAWULF INC. 2,985,966 Shares of Common Stock (par value $0.001 per share) Underwriting Agreement TeraWulf Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,985,966 shares of its common stock, par value $ 0.001 per share (the “Shares”). The 2,985,966 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 447,894.
TeraWulf Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,985,966 shares of its common stock, par value $ 0.001 per share (the “Shares”). The 2,985,966 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 447,894.
January 19th, 2021 · Common Contracts · 617 similar Monument Circle Acquisition Corp. – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 13, 2021 by and between Monument Circle Acquisition 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 January 13, 2021 by and between Monument Circle Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
June 3rd, 2013 · Common Contracts · 523 similar Bon Ton Stores Inc – The Bon-Ton Department Stores, Inc. 8.00% SECOND LIEN SENIOR SECURED NOTES DUE 2021 INDENTURE dated as of May 28, 2013 among The Bon-Ton Department Stores, Inc., a Pennsylvania corporation, the initial Guarantors listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee and Collateral Agent. Capitalized terms used in this preamble without definition shall have the meanings assigned to them in Section 1.01.
INDENTURE dated as of May 28, 2013 among The Bon-Ton Department Stores, Inc., a Pennsylvania corporation, the initial Guarantors listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee and Collateral Agent. Capitalized terms used in this preamble without definition shall have the meanings assigned to them in Section 1.01.
September 19th, 2018 · Common Contracts · 467 similar Momentive Performance Materials Inc. – AGREEMENT AND PLAN OF MERGER* This AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2018 (this “Agreement”), is by and among MOM Holding Company, a Delaware corporation (“Parent”), MOM Special Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MPM Holdings Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
This AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2018 (this “Agreement”), is by and among MOM Holding Company, a Delaware corporation (“Parent”), MOM Special Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MPM Holdings Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
November 12th, 2021 · Common Contracts · 428 similar Hunt Companies Acquisition Corp. I – REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of November 8, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Hunt Companies Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Hunt Companies Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature pages 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, dated as of November 8, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Hunt Companies Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Hunt Companies Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature pages 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”).
March 23rd, 2021 · Common Contracts · 426 similar Alignment Healthcare, Inc. – Alignment Healthcare, Inc. [•] Shares of Common Stock, $0.001 par value Underwriting Agreement Alignment Healthcare, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of the Company, General Atlantic (ALN HLTH), L.P. (“GA”), Warburg (as defined in Schedule II hereto) and the stockholders of the Company named in Schedule II hereto (collectively, the “Additional Selling Stockholders” and, together with GA and Warburg, the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of common stock (“Stock”) of the Company. The aggregate of [•] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Selling Stockholders is herein
Alignment Healthcare, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of the Company, General Atlantic (ALN HLTH), L.P. (“GA”), Warburg (as defined in Schedule II hereto) and the stockholders of the Company named in Schedule II hereto (collectively, the “Additional Selling Stockholders” and, together with GA and Warburg, the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of common stock (“Stock”) of the Company. The aggregate of [•] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Selling Stockholders is herein
July 2nd, 2019 · Common Contracts · 400 similar Hexion Inc. – HEXION INC. as Issuer and the Subsidiary Guarantors party hereto from time to time named herein 7.875% Senior Notes due 2027 ________________________ INDENTURE Dated as of July 1, 2019 ________________________ Wilmington Trust, National Association as Trustee
September 27th, 2021 · Common Contracts · 385 similar Hunt Companies Acquisition Corp. I – FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Hunt Companies Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Hunt Companies Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
March 20th, 2019 · Common Contracts · 374 similar vTv Therapeutics Inc. – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March ___, 2019, between vTv Therapeutics 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 March ___, 2019, between vTv Therapeutics 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 16th, 2021 · Common Contracts · 368 similar Churchill Capital Corp VI – INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 11, 2021, by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Stephen Murphy (“Indemnitee”).
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 11, 2021, by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Stephen Murphy (“Indemnitee”).
September 29th, 2009 · Common Contracts · 337 similar Dana Holding Corp – Dana Holding Corporation Common Stock, par value $0.01 per share Underwriting Agreement Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto (the “Representative”), 85 Broad Street, New York, New York 10004.
Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto (the “Representative”), 85 Broad Street, New York, New York 10004.
November 9th, 2016 · Common Contracts · 334 similar PRECISION DRILLING Corp – REGISTRATION RIGHTS AGREEMENT Precision Drilling Corporation, an Alberta corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, TD Securities (USA) LLC, HSBC Securities (USA) Inc., Wells Fargo Securities, LLC, Scotia Capital (USA) Inc., Desjardins Securities Inc. and AltaCorp Capital Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of November 1, 2016 (the “Purchase Agreement”), US$350,000,000 aggregate principal amount of its 7.750% Senior Notes due 2023 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by each of the entities listed on Annex E hereto (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 4, 2016 (the “Indenture”), among the Issuer, the Guarantors named therein, The Bank of New Yo
Precision Drilling Corporation, an Alberta corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, TD Securities (USA) LLC, HSBC Securities (USA) Inc., Wells Fargo Securities, LLC, Scotia Capital (USA) Inc., Desjardins Securities Inc. and AltaCorp Capital Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of November 1, 2016 (the “Purchase Agreement”), US$350,000,000 aggregate principal amount of its 7.750% Senior Notes due 2023 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by each of the entities listed on Annex E hereto (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 4, 2016 (the “Indenture”), among the Issuer, the Guarantors named therein, The Bank of New Yo
November 24th, 1999 · Common Contracts · 314 similar Metromedia Fiber Network Inc – INDENTURE
July 26th, 2012 · Common Contracts · 313 similar Fifth & Pacific Companies, Inc. – REGISTRATION RIGHTS AGREEMENT by and among Fifth & Pacific Companies, Inc. the Guarantors Listed on Schedule I hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the several Initial Purchasers Dated as of June 8, 2012 This Agreement is made pursuant to the Purchase Agreement, dated June 6, 2012 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 7, 2011 (as amended or supplemented from time to time, the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), relating to the Initial Notes an
This Agreement is made pursuant to the Purchase Agreement, dated June 6, 2012 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 7, 2011 (as amended or supplemented from time to time, the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), relating to the Initial Notes an
March 16th, 2006 · Common Contracts · 255 similar M & F Worldwide Corp – 125,000,000 CREDIT AGREEMENT
April 24th, 2020 · Common Contracts · 253 similar vTv Therapeutics Inc. – Controlled Equity OfferingSM Sales Agreement vTv Therapeutics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
vTv Therapeutics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
February 17th, 2005 · Common Contracts · 245 similar MLB Advanced Media Lp – among
June 7th, 2018 · Common Contracts · 237 similar CDK Global, Inc. – CDK Global, Inc. Underwriting Agreement CDK Global, 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 representative (the “Representative”), $500,000,000 principal amount of its 5.875% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 18, 2018 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an Officer’s Certificate to be dated as of June 18, 2018 (together with the Base Indenture, the “Indenture”).
CDK Global, 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 representative (the “Representative”), $500,000,000 principal amount of its 5.875% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 18, 2018 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an Officer’s Certificate to be dated as of June 18, 2018 (together with the Base Indenture, the “Indenture”).
February 18th, 2021 · Common Contracts · 211 similar Churchill Capital Corp VI – Churchill Capital Corp VI 48,000,000 Units1 UNDERWRITING AGREEMENT Churchill Capital Corp VI, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as Representative (the “Representative”), an aggregate of 48,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 7,200,000 additional Units to cover over-allotments (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 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 t
Churchill Capital Corp VI, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as Representative (the “Representative”), an aggregate of 48,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 7,200,000 additional Units to cover over-allotments (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 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 t
June 20th, 2018 · Common Contracts · 198 similar Perry Ellis International, Inc – AGREEMENT AND PLAN OF MERGER by and among FELDENKREIS HOLDINGS LLC, GF MERGER SUB, INC. and PERRY ELLIS INTERNATIONAL, INC. _________________________ Dated as of June 15, 2018 AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2018 (this “Agreement”), by and among Feldenkreis Holdings LLC, a Delaware limited liability company (“Parent”), GF Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Perry Ellis International, Inc., a Florida corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2018 (this “Agreement”), by and among Feldenkreis Holdings LLC, a Delaware limited liability company (“Parent”), GF Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Perry Ellis International, Inc., a Florida corporation (the “Company”).
June 17th, 2005 · Common Contracts · 184 similar Universal American Financial Corp – 7,000,000 Shares UNIVERSAL AMERICAN FINANCIAL CORP. Common Stock UNDERWRITING AGREEMENT Universal American Financial Corp., a New York corporation (the “Company”), and the selling shareholders set out in Schedule 2 to this Agreement (the “Selling Shareholders”), propose to sell an aggregate of 7,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 7,000,000 shares of the Firm Stock, 2,000,000 are being sold by the Company and 5,000,000 by the Selling Shareholders, in the amounts set forth opposite each Selling Shareholder’s name in Schedule 2 hereto. In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an additional 1,050,000 shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from th
Universal American Financial Corp., a New York corporation (the “Company”), and the selling shareholders set out in Schedule 2 to this Agreement (the “Selling Shareholders”), propose to sell an aggregate of 7,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 7,000,000 shares of the Firm Stock, 2,000,000 are being sold by the Company and 5,000,000 by the Selling Shareholders, in the amounts set forth opposite each Selling Shareholder’s name in Schedule 2 hereto. In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an additional 1,050,000 shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from th
March 27th, 2006 · Common Contracts · 180 similar Rural Cellular Corp – REGISTRATION RIGHTS AGREEMENT Dated as of November 7, 2005 by and among Rural Cellular Corporation as Issuer and Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated as the Initial Purchasers This Registration Rights Agreement (this “Agreement”) is dated as of November 7, 2005, by and among Rural Cellular Corporation, a Minnesota corporation (the “Company”) and Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the $175,000,000 in aggregate principal amount of the Company’s floating rate senior subordinated floating rate notes due 2012 (the “Securities”) pursuant to the Purchase Agreement (as defined below).
This Registration Rights Agreement (this “Agreement”) is dated as of November 7, 2005, by and among Rural Cellular Corporation, a Minnesota corporation (the “Company”) and Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the $175,000,000 in aggregate principal amount of the Company’s floating rate senior subordinated floating rate notes due 2012 (the “Securities”) pursuant to the Purchase Agreement (as defined below).
July 3rd, 2003 · Common Contracts · 158 similar Wilmar Holdings Inc – INDENTURE
July 18th, 2005 · Common Contracts · 157 similar Tarragon Corp – REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2004, by and between TARRAGON CORPORATION, a Nevada corporation (the “Company”) and LAZARD FRÈRES & CO. LLC (the “Initial Purchaser”).
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2004, by and between TARRAGON CORPORATION, a Nevada corporation (the “Company”) and LAZARD FRÈRES & CO. LLC (the “Initial Purchaser”).