December 17th, 2021 · Common Contracts · 1000 similar EVe Mobility Acquisition Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2021, by and between EVe Mobility Acquisition Corp, 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 December 14, 2021, by and between EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
November 2nd, 2021 · Common Contracts · 1000 similar Arbor Rapha Capital Bioholdings Corp. I – INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”), and William Connolly (“Indemnitee”).
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”), and William Connolly (“Indemnitee”).
March 18th, 2021 · Common Contracts · 1000 similar Waldencast Acquisition Corp. – REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2021, is made and entered into by and among Waldencast Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Waldencast Long-term Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2021, is made and entered into by and among Waldencast Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Waldencast Long-term Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
January 10th, 2022 · Common Contracts · 1000 similar Bright Lights Parent Corp. – WARRANT AGREEMENT BRIGHT LIGHTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 6, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated January 6, 2021, is by and between Bright Lights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
THIS WARRANT AGREEMENT (this “Agreement”), dated January 6, 2021, is by and between Bright Lights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
September 5th, 2006 · Common Contracts · 1000 similar Avis Budget Group, Inc. – AVIS BUDGET GROUP, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent Amended and Restated Rights Agreement Dated as of September 1, 2006 AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of September 1, 2006 (this "Agreement"), between Avis Budget Group, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent").
AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of September 1, 2006 (this "Agreement"), between Avis Budget Group, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent").
December 7th, 2021 · Common Contracts · 1000 similar UTA Acquisition Corp – 20,000,000 Units UTA Acquisition Corporation UNDERWRITING AGREEMENT
February 23rd, 2017 · Common Contracts · 1000 similar Vertex Pharmaceuticals Inc / Ma – CREDIT AGREEMENT Dated as of October 13, 2016 among This CREDIT AGREEMENT is entered into as of October 13, 2016, among VERTEX PHARMACEUTICALS INCORPORATED, a Massachusetts corporation (the “Borrower”), the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement as Subsidiary Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer.
This CREDIT AGREEMENT is entered into as of October 13, 2016, among VERTEX PHARMACEUTICALS INCORPORATED, a Massachusetts corporation (the “Borrower”), the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement as Subsidiary Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer.
January 13th, 2022 · Common Contracts · 1000 similar Sports & Health Tech Acquisition Corp – WARRANT AGREEMENT This agreement (“Agreement”) is made as of , 2022 between Sports & Health Tech Acquisition Corporation, a Cayman Islands exempted company (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 agreement (“Agreement”) is made as of , 2022 between Sports & Health Tech Acquisition Corporation, a Cayman Islands exempted company (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”).
May 29th, 2020 · Common Contracts · 990 similar Regeneron Pharmaceuticals, Inc. – CREDIT AGREEMENT dated as of May 25, 2020 among REGENERON PHARMACEUTICALS, INC. The Lenders Party Hereto GOLDMAN SACHS BANK USA as Administrative Agent GOLDMAN SACHS BANK USA as Sole Bookrunner and Sole Lead Arranger CREDIT AGREEMENT (this “Agreement”) dated as of May 25, 2020 among REGENERON PHARMACEUTICALS, INC., a New York corporation, the LENDERS from time to time party hereto and GOLDMAN SACHS BANK USA, as Administrative Agent.
CREDIT AGREEMENT (this “Agreement”) dated as of May 25, 2020 among REGENERON PHARMACEUTICALS, INC., a New York corporation, the LENDERS from time to time party hereto and GOLDMAN SACHS BANK USA, as Administrative Agent.
December 3rd, 2020 · Common Contracts · 914 similar Selective Insurance Group Inc – SELECTIVE INSURANCE GROUP, INC. (a New Jersey corporation) 8,000,000 Depositary Shares, each representing a 1/1,000th interest in a share of Selective Insurance Group, Inc., a New Jersey corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo Securities”), BofA Securities, Inc. (“BofA”), RBC Capital Markets, LLC (“RBC”), 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 Wells Fargo Securities, BofA, and RBC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of 4.60% Non-Cumulative Preferred Stock, Series B (the “ Series B Preferred Stock”) of the Company (the “Securities”). The shares of Series B Preferred Stock shall have the rights, powers and preferences set forth in th
Selective Insurance Group, Inc., a New Jersey corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo Securities”), BofA Securities, Inc. (“BofA”), RBC Capital Markets, LLC (“RBC”), 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 Wells Fargo Securities, BofA, and RBC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of 4.60% Non-Cumulative Preferred Stock, Series B (the “ Series B Preferred Stock”) of the Company (the “Securities”). The shares of Series B Preferred Stock shall have the rights, powers and preferences set forth in th
February 7th, 2022 · Common Contracts · 876 similar AXIOS Sustainable Growth Acquisition Corp – 12,500,000 Units AXIOS Sustainable Growth Acquisition Corporation UNDERWRITING AGREEMENT The undersigned, AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or as the “Representative”) and with the other underwriters named on Schedule A hereto (if any) for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter,” provided that if only I-Bankers is listed on Schedule A, any references to the Underwriters shall refer exclusively to I-Bankers), as follows:
The undersigned, AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or as the “Representative”) and with the other underwriters named on Schedule A hereto (if any) for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter,” provided that if only I-Bankers is listed on Schedule A, any references to the Underwriters shall refer exclusively to I-Bankers), as follows:
November 30th, 2015 · Common Contracts · 846 similar STG Group, Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (the “Investor”).
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (the “Investor”).
June 17th, 2008 · Common Contracts · 681 similar Wolseley PLC – AND
February 22nd, 2021 · Common Contracts · 627 similar ESSA Pharma Inc. – 4,830,918 Shares ESSA Pharma Inc. UNDERWRITING AGREEMENT Introductory. ESSA Pharma Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,830,918 of its common shares, without par value (the “Shares”). The 4,830,918 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 724,637 Shares as provided in Section 2. The additional 724,637 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and Piper Sandler & Co. (“Piper Sandler”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of
Introductory. ESSA Pharma Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,830,918 of its common shares, without par value (the “Shares”). The 4,830,918 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 724,637 Shares as provided in Section 2. The additional 724,637 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and Piper Sandler & Co. (“Piper Sandler”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of
November 2nd, 2021 · Common Contracts · 617 similar Arbor Rapha Capital Bioholdings Corp. I – INVESTMENT MANAGEMENT TRUST AGREEMENT Pursuant to Section 1(k) of the Investment Management Trust Agreement between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver $[●] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their Public Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver $[●] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their Public Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
July 13th, 2020 · Common Contracts · 599 similar Trean Insurance Group, Inc. – TREAN INSURANCE GROUP, INC. [•] Shares of Common Stock Underwriting Agreement Trean Insurance Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), and certain stockholders of the Company named in Schedule 2-A, Schedule 2-B, Schedule 2-C and Schedule 2-D hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [•] shares of Common Stock (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders named in Schedule 2-A and Schedule 2-C propose to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of th
Trean Insurance Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), and certain stockholders of the Company named in Schedule 2-A, Schedule 2-B, Schedule 2-C and Schedule 2-D hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [•] shares of Common Stock (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders named in Schedule 2-A and Schedule 2-C propose to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of th
December 21st, 2016 · Common Contracts · 523 similar Ritchie Bros Auctioneers Inc – RITCHIE BROS. AUCTIONEERS INCORPORATED and each of the Guarantors PARTY HERETO 5.375% SENIOR NOTES DUE 2025 INDENTURE Dated as of December 21, 2016 U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE dated as of December 21, 2016 among Ritchie Bros. Auctioneers Incorporated, a company incorporated in Canada under the Canada Business Corporations Act, the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee.
INDENTURE dated as of December 21, 2016 among Ritchie Bros. Auctioneers Incorporated, a company incorporated in Canada under the Canada Business Corporations Act, the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee.
December 16th, 2021 · Common Contracts · 467 similar Entegris Inc – AGREEMENT AND PLAN OF MERGER Dated as of December 14, 2021, by and among CMC MATERIALS, INC., ENTEGRIS, INC. and YOSEMITE MERGER SUB, INC. This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 14, 2021, is by and among CMC MATERIALS, INC., a Delaware corporation (the “Company”), ENTEGRIS, INC., a Delaware corporation (“Parent”), and YOSEMITE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 14, 2021, is by and among CMC MATERIALS, INC., a Delaware corporation (the “Company”), ENTEGRIS, INC., a Delaware corporation (“Parent”), and YOSEMITE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).
July 7th, 1999 · Common Contracts · 449 similar Cmgi Inc – REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 29, --------- 1999, by and among CMGI, Inc., a Delaware corporation, with its headquarters located at 100 Brickstone Square, Andover, MA 01810 (the "Company"), and each of ------- the...
August 4th, 2020 · Common Contracts · 428 similar CC Neuberger Principal Holdings II – REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2020, is made and entered into by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), CC Neuberger Principal Holdings II Sponsor 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 August 4, 2020, is made and entered into by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), CC Neuberger Principal Holdings II Sponsor 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”).
April 6th, 2022 · Common Contracts · 426 similar DESRI Inc. – DESRI Inc. Common Stock Underwriting Agreement DESRI 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 common stock, par value $0.01 per share, of the Company (the “Stock”) and, at the election of the Underwriters, up to [ ● ] additional shares of Stock, and the stockholders of the Company named in Schedule III hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [ ● ] shares of Stock and, at the election of the Underwriters, up to [ ● ] additional shares of Stock. The aggregate of [ ● ] shares of Stock to be sold by the Company and the Selling Stockholders are herein called the “Firm Shares,” and the aggregate of the [ ● ] additional shares to be sold by the Company and the Selling Stockholders are herein called the “Option
DESRI 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 common stock, par value $0.01 per share, of the Company (the “Stock”) and, at the election of the Underwriters, up to [ ● ] additional shares of Stock, and the stockholders of the Company named in Schedule III hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [ ● ] shares of Stock and, at the election of the Underwriters, up to [ ● ] additional shares of Stock. The aggregate of [ ● ] shares of Stock to be sold by the Company and the Selling Stockholders are herein called the “Firm Shares,” and the aggregate of the [ ● ] additional shares to be sold by the Company and the Selling Stockholders are herein called the “Option
January 5th, 2021 · Common Contracts · 419 similar Affirm Holdings, Inc. – ●] Shares AFFIRM HOLDINGS, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT The undersigned understands that Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Allen & Company LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Affirm Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.00001 per share, of the Company (the “Class A Common Stock” and, together with the Class B common stock, par value $0.00001 per share, of the Company (the “Class B Common Stock”), the “Common Stock”).
The undersigned understands that Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Allen & Company LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Affirm Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.00001 per share, of the Company (the “Class A Common Stock” and, together with the Class B common stock, par value $0.00001 per share, of the Company (the “Class B Common Stock”), the “Common Stock”).
September 18th, 2020 · Common Contracts · 385 similar FirstMark Horizon Acquisition Corp. – FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2020, by and between FIRSTMARK HORIZON ACQUISITION CORP., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2020, by and between FIRSTMARK HORIZON ACQUISITION CORP., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
January 28th, 2021 · Common Contracts · 374 similar VYNE Therapeutics Inc. – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2021, between VYNE 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 January 26, 2021, between VYNE 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”).
April 14th, 2022 · Common Contracts · 368 similar EVe Mobility Acquisition Corp – INDEMNITY AGREEMENT NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of December 14, 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representatives of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of December 14, 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representatives of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
June 4th, 2007 · Common Contracts · 362 similar Vantage Energy Services, Inc. – WARRANT AGREEMENT This Warrant Agreement (the “Agreement”) made as of May 24, 2007, between Vantage Energy Services, Inc., a Delaware corporation, with offices at 777 Post Oak Blvd., Suite 610, Houston, Texas 77056 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
This Warrant Agreement (the “Agreement”) made as of May 24, 2007, between Vantage Energy Services, Inc., a Delaware corporation, with offices at 777 Post Oak Blvd., Suite 610, Houston, Texas 77056 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
May 24th, 2012 · Common Contracts · 341 similar A123 Systems, Inc. – AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 23, 2012, by and among A123 Systems, Inc., a Delaware corporation, with headquarters located at 200 West Street, Waltham, Massachusetts 02451 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”) amends and restates in its entirety that certain Securities Purchase Agreement (the “Original Securities Purchase Agreement”) dated as of May 11, 2012 by and among the Company and the Buyers.
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 23, 2012, by and among A123 Systems, Inc., a Delaware corporation, with headquarters located at 200 West Street, Waltham, Massachusetts 02451 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”) amends and restates in its entirety that certain Securities Purchase Agreement (the “Original Securities Purchase Agreement”) dated as of May 11, 2012 by and among the Company and the Buyers.
March 22nd, 2021 · Common Contracts · 337 similar Gain Therapeutics, Inc. – Underwriting Agreement Gain Therapeutics, 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”), for whom you are acting as the representatives (the “Representatives”), an aggregate of 3,636,364 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 545,454 additional shares (the “Optional Shares”) of common stock, $0.0001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Gain Therapeutics, 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”), for whom you are acting as the representatives (the “Representatives”), an aggregate of 3,636,364 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 545,454 additional shares (the “Optional Shares”) of common stock, $0.0001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
March 8th, 2019 · Common Contracts · 334 similar Credit Acceptance Corp – CREDIT ACCEPTANCE CORPORATION REGISTRATION RIGHTS AGREEMENT Credit Acceptance Corporation, a Michigan corporation (the “Issuer”), proposes to issue and sell to Wells Fargo, as representative of the initial purchasers set forth on Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated March 5, 2019 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 6.625% Senior Notes due 2026 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc. (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of March 7, 2019, as amended or supplemented (the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (incl
Credit Acceptance Corporation, a Michigan corporation (the “Issuer”), proposes to issue and sell to Wells Fargo, as representative of the initial purchasers set forth on Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated March 5, 2019 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 6.625% Senior Notes due 2026 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc. (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of March 7, 2019, as amended or supplemented (the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (incl
October 14th, 2004 · Common Contracts · 314 similar Graham Packaging Holdings Co – INDENTURE
October 15th, 2003 · Common Contracts · 313 similar Rayovac Corp – EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT
July 13th, 2011 · Common Contracts · 303 similar American Apparel, Inc – Contract THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE OF ASSURANCE REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE OF ASSURANCE REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
September 24th, 2018 · Common Contracts · 300 similar Valtech Se – VALTECH SE _____ Ordinary Shares (par value €0.01 per share) Underwriting Agreement
April 14th, 2015 · Common Contracts · 290 similar Shopify Inc. – LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 12, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts, 02466 (“Bank”), and SHOPIFY INC., a corporation organized under the laws of Canada (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 12, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts, 02466 (“Bank”), and SHOPIFY INC., a corporation organized under the laws of Canada (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
February 24th, 2010 · Common Contracts · 264 similar TreeHouse Foods, Inc. – TREEHOUSE FOODS, INC. (a Delaware corporation) 2,350,000 Shares of Common Stock PURCHASE AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Morgan Stanley & Co. Incorporated 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 $0.01 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 352,500 additional shares of Common Stock to cover overallotments, if any. The
TreeHouse Foods, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Morgan Stanley & Co. Incorporated 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 $0.01 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 352,500 additional shares of Common Stock to cover overallotments, if any. The