December 23rd, 2021 · Common Contracts · 1000 similar Ledger Acquisition Co – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [l], 2021 by and between Ledger Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [l], 2021 by and between Ledger Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
March 3rd, 2021 · Common Contracts · 1000 similar TCG Growth Opportunities Corp. – WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
November 4th, 1997 · Common Contracts · 1000 similar Big Flower Holding Inc – and
January 28th, 2021 · Common Contracts · 1000 similar DiamondHead Holdings Corp. – Underwriting Agreement DiamondHead Holdings Corp., 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 (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC (the “Representative” or “you”) are acting as representative, an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units”; the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
DiamondHead Holdings Corp., 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 (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC (the “Representative” or “you”) are acting as representative, an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units”; the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
March 15th, 2021 · Common Contracts · 1000 similar Leonardo DRS, Inc. – CREDIT AGREEMENT Dated as of , 2021 among LEONARDO DRS, INC., as the Borrower, CERTAIN SUBSIDIARIES OF LEONARDO DRS, INC. as Guarantors BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender [and [an] L/C Issuer,] [The Other L/C Issuers... This CREDIT AGREEMENT (“Agreement”) dated as of ___________, is entered into by and among LEONARDO DRS, INC., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (“Bank of America”) as Administrative Agent and Swing Line Lender, Bank of America [and [___]], as L/C Issuer[s], GOLDMAN SACHS BANK USA (“Goldman Sachs”) and JPMorgan Chase Bank, N.A., as syndication agents (in such capacity, each a “Syndication Agent”), Goldman Sachs, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citibank, N.A., London Branch , Credit Suisse Loan Funding LLC and Morgan Stanley Senior Funding Inc., as lead arrangers (in such capacity, each an “Arranger”) and bookrunners, and Barclays Bank PLC, Citibank, N.A., London Branch, Credit Suisse Loan Funding LLC and Morgan Stanley Senior Funding Inc., as documentation agents (in such capacity, each a “Documentation Agent”).
This CREDIT AGREEMENT (“Agreement”) dated as of ___________, is entered into by and among LEONARDO DRS, INC., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower, as Guarantors, the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (“Bank of America”) as Administrative Agent and Swing Line Lender, Bank of America [and [___]], as L/C Issuer[s], GOLDMAN SACHS BANK USA (“Goldman Sachs”) and JPMorgan Chase Bank, N.A., as syndication agents (in such capacity, each a “Syndication Agent”), Goldman Sachs, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citibank, N.A., London Branch , Credit Suisse Loan Funding LLC and Morgan Stanley Senior Funding Inc., as lead arrangers (in such capacity, each an “Arranger”) and bookrunners, and Barclays Bank PLC, Citibank, N.A., London Branch, Credit Suisse Loan Funding LLC and Morgan Stanley Senior Funding Inc., as documentation agents (in such capacity, each a “Documentation Agent”).
January 12th, 2021 · Common Contracts · 1000 similar Prospector Capital Corp. – WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
July 1st, 2021 · Common Contracts · 990 similar Robinhood Markets, Inc. – CREDIT AGREEMENT dated as of April 16, 2021 among ROBINHOOD SECURITIES, LLC, as Borrower The Lenders Party Hereto, BMO HARRIS BANK N.A., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A. and BMO... CREDIT AGREEMENT (this “Agreement”) dated as of April 16, 2021, among ROBINHOOD SECURITIES, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CREDIT AGREEMENT (this “Agreement”) dated as of April 16, 2021, among ROBINHOOD SECURITIES, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
June 23rd, 2020 · Common Contracts · 914 similar First Midwest Bancorp Inc – FIRST MIDWEST BANCORP, INC. (a Delaware corporation) 4,400,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Fixed Rate Non- Cumulative Perpetual Preferred Stock, Series C UNDERWRITING AGREEMENT First Midwest Bancorp, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc., J.P. Morgan Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), and collectively 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 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C of the Company (the “Preferred Stock”) set forth in Schedule A hereto (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severall
First Midwest Bancorp, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc., J.P. Morgan Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), and collectively 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 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C of the Company (the “Preferred Stock”) set forth in Schedule A hereto (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severall
May 18th, 2020 · Common Contracts · 627 similar Vector Group LTD – 5,000,000 SHARES VECTOR GROUP LTD. COMMON STOCK UNDERWRITING AGREEMENT Vector Group Ltd., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) 5,000,000 shares (the “Firm Shares”) of its common stock, par value $0.10 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 shares (the “Optional Shares”) of its Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean Jefferies, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the contex
Vector Group Ltd., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) 5,000,000 shares (the “Firm Shares”) of its common stock, par value $0.10 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 shares (the “Optional Shares”) of its Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean Jefferies, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the contex
March 3rd, 2021 · Common Contracts · 617 similar TCG Growth Opportunities Corp. – INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between TCG Growth Opportunities Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
July 13th, 2016 · Common Contracts · 599 similar Regency Centers Corp – Regency Centers Corporation 4,350,000 Shares of Common Stock Underwriting Agreement Regency Centers Corporation, a Florida corporation (the “Company”), which is the general partner of Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), 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 4,350,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 652,500 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”. References throughout this Agreement to “subsidiaries” shall include the Partnership. For the sake of clarity, if there is only one Underwriter listed
Regency Centers Corporation, a Florida corporation (the “Company”), which is the general partner of Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), 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 4,350,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 652,500 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”. References throughout this Agreement to “subsidiaries” shall include the Partnership. For the sake of clarity, if there is only one Underwriter listed
March 9th, 2021 · Common Contracts · 523 similar Hudbay Minerals Inc. – INDENTURE Dated as of March 8, 2021 Among HUDBAY MINERALS INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.50% SENIOR NOTES DUE 2026
September 10th, 2021 · Common Contracts · 467 similar JMP Group LLC – AGREEMENT AND PLAN OF MERGER by and among CITIZENS FINANCIAL GROUP, INC, JOLT ACQUISITION LLC and JMP GROUP LLC Dated as of September 8, 2021 This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 8, 2021, is by and among Citizens Financial Group, Inc., a Delaware corporation (“Parent”), Jolt Acquisition LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”), and JMP Group LLC, a Delaware limited liability company (the “Company,” with the Company, Parent and Merger Sub sometimes being hereinafter referred to individually as a “Party” and collectively as the “Parties”).
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 8, 2021, is by and among Citizens Financial Group, Inc., a Delaware corporation (“Parent”), Jolt Acquisition LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”), and JMP Group LLC, a Delaware limited liability company (the “Company,” with the Company, Parent and Merger Sub sometimes being hereinafter referred to individually as a “Party” and collectively as the “Parties”).
May 12th, 2017 · Common Contracts · 426 similar 2929 CPC Holdco, LLC – Underwriting Agreement The stockholders of SP Plus Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 3,600,000 shares (“Firm Shares”) and, at the election of the Underwriter up to 540,000 additional shares (the “Optional Shares”) of common stock, $0.001 par value (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
The stockholders of SP Plus Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 3,600,000 shares (“Firm Shares”) and, at the election of the Underwriter up to 540,000 additional shares (the “Optional Shares”) of common stock, $0.001 par value (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
March 23rd, 2011 · Common Contracts · 419 similar Keycorp /New/ – KEYCORP 70,621,470 COMMON SHARES PAR VALUE $1.00 PER SHARE UNDERWRITING AGREEMENT The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities LLC (“J.P. Morgan”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with KeyCorp, an Ohio corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and J.P. Morgan (the “Underwriters”), of shares (the “Shares”) of the common shares, par value $1.00 per share, of the Company (the “Common Stock”). All capitalized terms used herein and not defined herein are defined as set forth in the Underwriting Agreement.
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities LLC (“J.P. Morgan”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with KeyCorp, an Ohio corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and J.P. Morgan (the “Underwriters”), of shares (the “Shares”) of the common shares, par value $1.00 per share, of the Company (the “Common Stock”). All capitalized terms used herein and not defined herein are defined as set forth in the Underwriting Agreement.
November 6th, 2020 · Common Contracts · 334 similar Baxter International Inc – 650,000,000 1.730% SENIOR NOTES DUE 2031 REGISTRATION RIGHTS AGREEMENT Baxter International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofA”), Deutsche Bank Securities Inc. (“DB”) and J.P. Morgan Securities LLC (“J.P. Morgan”) and the other initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom BofA, DB and J.P. Morgan are acting as representatives (in such capacity, collectively, the “Representatives”), upon the terms set forth in a purchase agreement dated October 29, 2020 (the “Purchase Agreement”) by and among the Company and the Representatives, $650,000,000 aggregate principal amount of its 1.730% Senior Notes due 2031 (the “Initial Securities”). The Initial Securities will be issued pursuant to an indenture, dated as of March 26, 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated November 2, 2020, between the Company
Baxter International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofA”), Deutsche Bank Securities Inc. (“DB”) and J.P. Morgan Securities LLC (“J.P. Morgan”) and the other initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom BofA, DB and J.P. Morgan are acting as representatives (in such capacity, collectively, the “Representatives”), upon the terms set forth in a purchase agreement dated October 29, 2020 (the “Purchase Agreement”) by and among the Company and the Representatives, $650,000,000 aggregate principal amount of its 1.730% Senior Notes due 2031 (the “Initial Securities”). The Initial Securities will be issued pursuant to an indenture, dated as of March 26, 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated November 2, 2020, between the Company
August 6th, 2002 · Common Contracts · 314 similar Big Flower Digital Services Delaware Inc – 10 7/8% Senior Notes due 2009 CROSS-REFERENCE TABLE
February 13th, 2012 · Common Contracts · 313 similar Cit Group Inc – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 7, 2012, by and among CIT Group Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”) and J.P. Morgan Securities LLC as the representative of the initial purchasers listed on Schedule A to the Purchase Agreement (defined below) (the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 4.750% Series C Second-Priority Secured Notes due 2015, and its 5.500% Series C Second-Priority Secured Notes due 2019 (collectively, the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the terms set forth in the Purchase Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 7, 2012, by and among CIT Group Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”) and J.P. Morgan Securities LLC as the representative of the initial purchasers listed on Schedule A to the Purchase Agreement (defined below) (the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 4.750% Series C Second-Priority Secured Notes due 2015, and its 5.500% Series C Second-Priority Secured Notes due 2019 (collectively, the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the terms set forth in the Purchase Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”.
December 6th, 2019 · Common Contracts · 300 similar Cannae Holdings, Inc. – Cannae Holdings, Inc. 6,500,000 Shares of Common Stock Underwriting Agreement Cannae Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters listed in Schedule 1 hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as the sole representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 6,500,000 shares (the “Initial Shares”) and, at the election of the Underwriters, up to 975,000 additional shares of common stock, par value $0.0001 per share, of the Company. The aforesaid Initial Shares and all or any part of the 975,000 additional shares subject to the option described in Section 2(b) hereof (the “Option Shares”) are hereinafter called, collectively, the “Shares”. The shares of common stock of the Company to be outsta
Cannae Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters listed in Schedule 1 hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as the sole representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 6,500,000 shares (the “Initial Shares”) and, at the election of the Underwriters, up to 975,000 additional shares of common stock, par value $0.0001 per share, of the Company. The aforesaid Initial Shares and all or any part of the 975,000 additional shares subject to the option described in Section 2(b) hereof (the “Option Shares”) are hereinafter called, collectively, the “Shares”. The shares of common stock of the Company to be outsta
March 12th, 2018 · Common Contracts · 297 similar Cit Group Inc – CIT GROUP INC., Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Security Registrar and Authenticating Agent INDENTURE Dated as of March 9, 2018 Subordinated Debt Securities INDENTURE, dated as of March 9, 2018,between CIT Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent (the “Agent”).
INDENTURE, dated as of March 9, 2018,between CIT Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent (the “Agent”).
May 11th, 2012 · Common Contracts · 264 similar PennyMac Mortgage Investment Trust – PENNYMAC MORTGAGE INVESTMENT TRUST (a Maryland real estate investment trust) 10,000,000 Common Shares of Beneficial Interest PURCHASE AGREEMENT such entity is wholly owned by the undersigned and/or members of the immediate family of the undersigned; (vi) to the shareholders, partners or members of the entities to which Lock-Up Securities were transferred under clause (v); or (vii) as forfeitures of Lock-Up Securities to satisfy tax withholding obligations of the undersigned in connection with the vesting of equity awards acquired by the undersigned pursuant to the Company’s 2009 Equity Incentive Plan; provided, however, in the case of clauses (i), (ii), (iii), (iv), (v) or (vi), it shall be a pre-condition to such transfer that (a) the transferee or donee executes and delivers to the Underwriters a lock-up agreement in the form hereof for the remainder of the 30-day lock-up period, (b) no filing by any party (transferor, transferee, donor or donee) under the Securities Exchange Act of 1934 (the “1934 Act”) shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a
such entity is wholly owned by the undersigned and/or members of the immediate family of the undersigned; (vi) to the shareholders, partners or members of the entities to which Lock-Up Securities were transferred under clause (v); or (vii) as forfeitures of Lock-Up Securities to satisfy tax withholding obligations of the undersigned in connection with the vesting of equity awards acquired by the undersigned pursuant to the Company’s 2009 Equity Incentive Plan; provided, however, in the case of clauses (i), (ii), (iii), (iv), (v) or (vi), it shall be a pre-condition to such transfer that (a) the transferee or donee executes and delivers to the Underwriters a lock-up agreement in the form hereof for the remainder of the 30-day lock-up period, (b) no filing by any party (transferor, transferee, donor or donee) under the Securities Exchange Act of 1934 (the “1934 Act”) shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a
August 4th, 2016 · Common Contracts · 255 similar Gartner Inc – Execution Version $1,800,000,000 CREDIT AGREEMENT among GARTNER, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., TD BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION as...
November 13th, 2009 · Common Contracts · 237 similar HCC Insurance Holdings Inc/De/ – HCC Insurance Holdings, Inc. Underwriting Agreement HCC Insurance Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an Indenture, dated as of August 23, 2001, as amended (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Wachovia Bank, National Association and First Union National Bank), as trustee (the “Trustee”). Certain terms used herein are defined in Section 17 hereof.
HCC Insurance Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an Indenture, dated as of August 23, 2001, as amended (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Wachovia Bank, National Association and First Union National Bank), as trustee (the “Trustee”). Certain terms used herein are defined in Section 17 hereof.
October 19th, 2006 · Common Contracts · 229 similar Southern Union Co – SOUTHERN UNION COMPANY UNDERWRITING AGREEMENT CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN, SACHS & CO., LEHMAN BROTHERS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC,
CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN, SACHS & CO., LEHMAN BROTHERS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC,
January 9th, 2009 · Common Contracts · 218 similar American Express Co – WARRANT to purchase 24,264,129 Shares of Common Stock of American Express Company
July 8th, 2020 · Common Contracts · 213 similar Enbridge Inc – Enbridge Inc. 5.750% Fixed-to-Fixed Rate Subordinated Notes Series 2020-A due 2080 Underwriting Agreement This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the registration statement, any amendment and any applicable prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the registration statement, any amendment and any applicable prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
March 19th, 2010 · Common Contracts · 209 similar First Niagara Financial Group Inc – First Niagara Financial Group, Inc. 6.750% Senior Notes due 2020 Underwriting Agreement
November 18th, 2016 · Common Contracts · 202 similar Kratos Defense & Security Solutions, Inc. – KRATOS DEFENSE & SECURITY SOLUTIONS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A hereto (together, the “Underwriters”), for whom Canaccord Genuity Inc. and B. Riley & Co., LLC are acting as representatives (together and in such capacity, the “Representatives”), pursuant to the terms of this Underwriting Agreement (this “Agreement”), an aggregate of 11,670,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,750,500 shares of Common Stock (the “Additional Shares”). The Firm Shares and, if and to the extent such option is exercised, the Additional Shares are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus referred to below.
Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A hereto (together, the “Underwriters”), for whom Canaccord Genuity Inc. and B. Riley & Co., LLC are acting as representatives (together and in such capacity, the “Representatives”), pursuant to the terms of this Underwriting Agreement (this “Agreement”), an aggregate of 11,670,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,750,500 shares of Common Stock (the “Additional Shares”). The Firm Shares and, if and to the extent such option is exercised, the Additional Shares are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus referred to below.
July 20th, 2011 · Common Contracts · 198 similar Petrohawk Energy Corp – AGREEMENT AND PLAN OF MERGER by and among BHP BILLITON LIMITED, BHP BILLITON PETROLEUM (NORTH AMERICA) INC., NORTH AMERICA HOLDINGS II INC. and PETROHAWK ENERGY CORPORATION Dated as of July 14, 2011 AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2011 (this “Agreement”), among BHP Billiton Limited, a corporation organized under the laws of Victoria, Australia (the “Guarantor”), BHP Billiton Petroleum (North America) Inc., a Delaware corporation and wholly owned subsidiary of the Guarantor (“Parent”), North America Holdings II Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Petrohawk Energy Corporation, a Delaware corporation (the “Company,” and together with Parent and Merger Sub, the “Parties”).
AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2011 (this “Agreement”), among BHP Billiton Limited, a corporation organized under the laws of Victoria, Australia (the “Guarantor”), BHP Billiton Petroleum (North America) Inc., a Delaware corporation and wholly owned subsidiary of the Guarantor (“Parent”), North America Holdings II Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Petrohawk Energy Corporation, a Delaware corporation (the “Company,” and together with Parent and Merger Sub, the “Parties”).
September 30th, 2015 · Common Contracts · 193 similar Digital Turbine, Inc. – 7,600,000 SHARES of Common Stock of DIGITAL TURBINE, INC. UNDERWRITING AGREEMENT
March 16th, 2012 · Common Contracts · 184 similar Cit Group Inc – Underwriting Agreement Introductory. CIT Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and UBS Securities LLC (the “Representatives”) are acting as representatives, $1,500,000,000 aggregate principal amount of its 5.250% Senior Unsecured Notes due 2018 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of the Closing Date (as defined in Section 4 hereof) (the “Base Indenture”), between the Company, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as paying agent, securities registrar and authenticating agent. Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Date (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture
Introductory. CIT Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and UBS Securities LLC (the “Representatives”) are acting as representatives, $1,500,000,000 aggregate principal amount of its 5.250% Senior Unsecured Notes due 2018 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of the Closing Date (as defined in Section 4 hereof) (the “Base Indenture”), between the Company, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as paying agent, securities registrar and authenticating agent. Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Date (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture
October 6th, 2009 · Common Contracts · 180 similar Dish DBS Corp – DISH DBS Corporation This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2009 by and among DISH DBS Corporation, a Colorado corporation (the “Company”), the Guarantors named in the Purchase Agreement (as defined below) (the “Guarantors”), and Deutsche Bank Securities Inc. (the “Purchaser”), who have agreed to purchase $400,000,000 aggregate principal amount of the Company’s 7.875% Senior Notes due 2019 (the “Notes”) upon the terms and conditions set forth in the Purchase Agreement, dated as of September 24, 2009 (the “Purchase Agreement”), among the Company, the Guarantors and the Purchaser.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2009 by and among DISH DBS Corporation, a Colorado corporation (the “Company”), the Guarantors named in the Purchase Agreement (as defined below) (the “Guarantors”), and Deutsche Bank Securities Inc. (the “Purchaser”), who have agreed to purchase $400,000,000 aggregate principal amount of the Company’s 7.875% Senior Notes due 2019 (the “Notes”) upon the terms and conditions set forth in the Purchase Agreement, dated as of September 24, 2009 (the “Purchase Agreement”), among the Company, the Guarantors and the Purchaser.
September 10th, 2003 · Common Contracts · 171 similar Zions Bancorporation /Ut/ – Contract EXHIBIT 1.2 Zions Bancorporation Debt Securities Underwriting Agreement September 3, 2003 Goldman, Sachs & Co., Bear, Stearns & Co. Inc. Keefe, Bruyette & Woods, Inc. Wachovia Capital Markets, LLC Zions Investment Securities, Inc. c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: From time to time Zions Bancorporation, a Utah corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agr
EXHIBIT 1.2 Zions Bancorporation Debt Securities Underwriting Agreement September 3, 2003 Goldman, Sachs & Co., Bear, Stearns & Co. Inc. Keefe, Bruyette & Woods, Inc. Wachovia Capital Markets, LLC Zions Investment Securities, Inc. c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: From time to time Zions Bancorporation, a Utah corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agr
March 31st, 1999 · Common Contracts · 158 similar Big Flower Holdings Inc/ – INDENTURE
July 16th, 1998 · Common Contracts · 150 similar American Tower Corp /Ma/ – 29,374,911 Shares AMERICAN TOWER CORPORATION Class A Common Stock, par value $.01 per share UNDERWRITING AGREEMENT