Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGS, INC. By Title: CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · ] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
Appears in 2 contracts
Samples: Underwriting Agreement (Floor & Decor Holdings, Inc.), Underwriting Agreement (Floor & Decor Holdings, Inc.)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 2 contracts
Samples: Terms Agreement (Chase Issuance Trust), Terms Agreement (Chase Issuance Trust)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President Chase Issuance Trust CHASEseries Class A(2006-7) REOPEN Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuer and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President CHAIT B(2006-1) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto or thereto as the case may be. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Subject Agent, please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and the Subject Agent. Very truly yours, MID-AMERICA APARTMENT COMMUNITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Director of Investor Relations, Corporate Secretary and Senior Vice President MID-AMERICA APARTMENTS, L.P. By: Mid-America Apartment Communities, Inc. Its: General Partner By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Director of Investor Relations, Corporate Secretary and Senior Vice President Accepted and agreed to as of the date first above written: KEYBANC CAPITAL MARKETS INC. By: /s/ Jxxxxxxx X. Xxxxx Name: Jxxxxxxx X. Xxxxx Title: Senior Managing Director Exhibit A Mid-America Apartment Communities, Inc. Common Stock TERMS AGREEMENT _____________, 20__ KeyBanc Capital Markets Inc. 100 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Dear Sirs: Mid-America Apartment Communities, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated February 25, 2013 (the “Distribution Agreement”) among the Company, Mid-America Apartments, L.P., a Tennessee limited partnership (the “Operating Partnership”), and KeyBanc Capital Markets Inc. (the “Subject Agent”), to issue and sell to the Subject Agent the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Distribution Agreement shall have the same meanings when used herein. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Subject Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to the Subject Agent, is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Subject Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Subject Agent trading in the Common Stock for Subject Agent’s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the Company us a counterpart hereof, whereupon this instrumentTerms Agreement, along with all counterpartsincluding those provisions of the Distribution Agreement incorporated herein by reference, will become shall constitute a binding agreement among between the Underwriters Subject Agent and the Company in accordance with its termsCompany. Very truly yours, FLOOR & DECOR HOLDINGSMID-AMERICA APARTMENT COMMUNITIES, INC. By By: Name: Title: CONFIRMED AND ACCEPTED, Accepted and agreed as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS KEYBANC CAPITAL MARKETS INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory ByName: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives Title: Schedule to Terms Agreement Title of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Purchased Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stockCommon Stock, par value $[ · 0.01 per share Number of Shares of Purchased Securities: [•] shares Initial Price to Public: $[•] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired Purchase Price Payable by the undersigned or with respect Subject Agent: $[•] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled a bank account specified by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:day funds.]
Appears in 1 contract
Samples: Distribution Agreement (Mid America Apartment Communities Inc)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your correctly sets forth the understanding of our agreementamong the Company, the Operating Partnership and CF&Co, please sign and return to so indicate in the Company a counterpart hereofspace provided below for the purpose, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall constitute a binding agreement among the Underwriters Company, the Operating Partnership and the Company in accordance with its termsCF&Co. Very truly yours, FLOOR & DECOR HOLDINGSPost Properties, INC. By Inc. By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: CONFIRMED AND ACCEPTEDExecutive Vice President and Chief Financial Officer Post Apartment Homes, L.P. By: Post GP Holdings, Inc., its sole general partner By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Accepted and agreed to as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX CANTOR XXXXXXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INCCO. By: XXXXXXX LYNCH/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Managing Director Schedule I Bank: ABA #: Account # Account Name: Attention: Exhibit A Post Properties, PIERCEInc Common Stock TERMS AGREEMENT , XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs 2010 Cantor Xxxxxxxxxx & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, 000 Xxxx 00xx Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor HoldingsPost Properties, Inc., a Delaware Georgia corporation (the “Company”), understands that Xxxxxxx Lynchproposes, Piercesubject to the terms and conditions stated herein and in the Distribution Agreement, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectivelydated February 9, the “Representatives”) propose to enter into an Underwriting Agreement 2010 (the “Underwriting Distribution Agreement”) with ), by and among the Company providing for Company, Post Apartment Homes, L.P., a Georgia limited partnership and the public offering of shares Company’s operating partnership, and Cantor Xxxxxxxxxx & Co. (“CF&Co”), to issue and sell to CF&Co the securities specified in the Schedule hereto (the “Purchased Securities”) [, and solely for the purpose of covering over-allotments, to grant to CF&Co the Company’s Class A common stock, par value $[ · ] per share option to purchase the additional securities specified in the Schedule hereto (the “Common StockAdditional Securities”)]. In recognition Unless otherwise defined below, capitalized terms defined in the Distribution Agreement shall have the same meanings when used herein. [CF&Co shall have the right to purchase from the Company all or a portion of the benefit Additional Securities as may be necessary to cover over-allotments made in connection with the offering of the Purchased Securities, at the same purchase price per share to be paid by CF&Co to the Company for the Purchased Securities. This option may be exercised by CF&Co at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of shares of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as the “Option Settlement Date”); provided, however, that such an offering will confer upon the undersigned Option Settlement Date shall not be earlier than the Settlement Date (as a stockholderset forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Securities shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Securities.] Each of the provisions of the Distribution Agreement not specifically related to the solicitation by CF&Co, officer and/or director as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit be part of this Terms Agreement to the Company from taking any action that the Company is permitted to take under Section 3(i) same extent as if such provisions had been set forth in full herein. Each of the Underwriting Agreementrepresentations, warranties and it agreements set forth therein shall not be deemed a breach to have been made as of the date of this lock-up agreement for Terms Agreement [and] [,] the Settlement Date [and any officer or director Option Settlement Date]. An amendment to approve and carry out any such action, in his or her capacity the Registration Statement (as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed defined in the Underwriting Agreement to announce the impending release Distribution Agreement), or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter supplement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transfereeProspectus, as the case may be, (2) such transfers are not required relating to the Purchased Securities [and the Additional Securities], in the form heretofore delivered to CF&Co is now proposed to be reported filed with the Securities and Exchange Commission on Form 4 Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to CF&Co and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of this Agreement or any Terms Agreement to the contrary, the Company consents to CF&Co trading in the Common Stock for CF&Co’s own account and for the account of its clients at the same time as sales of the Shares occur pursuant to this Agreement. If the foregoing is in accordance with Section 16 your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between CF&Co and the Company. Very truly yours, Post Properties, Inc. By: Name: Title: Accepted and agreed to as of the date first above written: CANTOR XXXXXXXXXX & CO. By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities Exchange Act [and Additional Securities]: Common Stock, par value $0.01 per share Number of 1934, as amended, Shares of Purchased Securities: [—] [Number of Shares of Additional Securities:] [—] [Price to Public:] [—] Purchase Price by CF&Co: [—] Method of and (3) Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:Company in same day funds.]
Appears in 1 contract
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Chase Issuance Trust CHASEseries Class A(2007-16) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your correctly sets forth the understanding of our agreementamong the Company and Citi, please sign and return to so indicate in the Company a counterpart hereofspace provided below for the purpose, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall constitute a binding agreement among the Underwriters and between the Company in accordance with its termsand Citi. Very truly yours, FLOOR & DECOR HOLDINGS, INC. By LENNAR CORPORATION By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: CONFIRMED AND ACCEPTED, Vice President and Chief Financial Officer Accepted and agreed to as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL CITIGROUP GLOBAL MARKETS INC. By: XXXXXXX LYNCH/s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Vice President Exhibit A LENNAR CORPORATION Class A Common Stock ($0.10 par value) TERMS AGREEMENT , PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, 2009 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc.Lennar Corporation, a Delaware corporation (the “Company”), understands that Xxxxxxx Lynchproposes, Piercesubject to the terms and conditions stated herein and in the Distribution Agreement, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectivelydated April 20, the “Representatives”) propose to enter into an Underwriting Agreement 2009 (the “Underwriting Distribution Agreement”) with ), between the Company providing for and Citigroup Global Markets Inc. (“Citi”), to issue and sell to Citi the public offering of shares securities specified in the Schedule hereto (the “Purchased Securities”) [, and solely for the purpose of covering over-allotments in a Principal Transaction, to grant to Citi the Company’s Class A common stock, par value $[ · ] per share option to purchase the additional securities specified in the Schedule hereto (the “Common StockAdditional Securities”)]. In recognition Unless otherwise defined below, capitalized terms defined in the Distribution Agreement shall have the same meanings when used herein. [Solely in connection with a Principal Transaction, Citi shall have the right to purchase from the Company all or a portion of the benefit Additional Securities as may be necessary to cover over-allotments made in connection with the offering of the Purchased Securities, at the same purchase price per share to be paid by Citi to the Company for the Purchased Securities. This option may be exercised by Citi at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of shares of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as the “Option Settlement Date”); provided, however, that such an offering will confer upon the undersigned Option Settlement Date shall not be earlier than the Settlement Date (as a stockholderset forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Securities shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Securities.] Each of the provisions of the Distribution Agreement not specifically related to the solicitation by Citi, officer and/or director as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit be part of this Terms Agreement to the Company from taking any action that the Company is permitted to take under Section 3(i) same extent as if such provisions had been set forth in full herein. Each of the Underwriting Agreementrepresentations, warranties and it agreements set forth therein shall not be deemed a breach to have been made as of the date of this lock-up agreement for Terms Agreement [and] [,] the Settlement Date [and any officer or director Option Settlement Date]. An amendment to approve and carry out any such action, in his or her capacity the Registration Statement (as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed defined in the Underwriting Agreement to announce the impending release Distribution Agreement), or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter supplement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transfereeProspectus, as the case may be, (2) such transfers are not required relating to the Purchased Securities [and the Additional Securities], in the form heretofore delivered to Citi is now proposed to be reported filed with the Securities and Exchange Commission on Form 4 Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Citi and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of this Agreement or any Terms Agreement to the contrary, the Company consents to Citi trading in the Class A Common Stock for Citi’s own account and for the account of its clients at the same time as sales of the Shares occur pursuant to this Agreement. If the foregoing is in accordance with Section 16 your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between Citi and the Company. LENNAR CORPORATION By: Name: Title: Accepted and agreed as of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities Exchange Act [and Additional Securities]: Common Stock, par value $0.10 per share Number of 1934, as amended, Shares of Purchased Securities: [•] [Number of Shares of Additional Securities:] [•] [Price to Public:] [•] Purchase Price by Citi: [•] Method of and (3) Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:Company in same day funds.]
Appears in 1 contract
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Chase Issuance Trust CHASEseries Class A(2007-14) REOPENUnderwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Underwriting Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties heretohereto or thereto as the case may be. [Signature Page Follows] If the foregoing is in accordance with your correctly sets forth the understanding of our agreementamong the Company, the Operating Partnership, the Subject Agent, the Forward Seller and Forward Purchaser, please sign and return to so indicate in the Company a counterpart hereofspace provided below for that purpose, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall constitute a binding agreement among the Underwriters Company, the Operating Partnership, the Subject Agent, the Forward Seller and the Company in accordance with its termsForward Purchaser. Very truly yours, FLOOR & DECOR HOLDINGS, BRIXMOR PROPERTY GROUP INC. By By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDExecutive Vice President, General Counsel and Corporate Secretary BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary LLC, its sole member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Accepted and agreed to as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH[●], PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory as Subject Agent and Forward Seller By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · _____________________ Name: _____________________ Title: _____________________ By: [●], being an amount equal as Forward Purchaser By: _____________________ Name: _____________________ Title: _____________________ Exhibit E FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution – Placement Notice Ladies and Gentlemen: Reference is made to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Equity Distribution Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, among Brixmor Property Group Inc., a Delaware corporation organized under the laws of the State of Maryland (the “Company”), understands that Xxxxxxx LynchBrixmor Operating Partnership LP, Piercea Delaware limited partnership (the “Operating Partnership”), Xxxxxx & Xxxxx Incorporated [●] (the “Xxxxxxx XxxxxForward Purchaser”) and Barclays Capital [●] (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares thereunder, the “Subject Agent,” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares thereunder, the “Forward Seller”), dated as of November 1, 2022 (the “Equity Distribution Agreement”). Capitalized terms used in this Placement Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Placement Notice relates to a “Forward Related Transaction”. The Company confirms that all conditions to the delivery of this Placement Notice are satisfied as of the date hereof. The Company and the Operating Partnership represent and warrant that each representation, warranty, covenant and other agreement of the Company and Operating Partnership contained in the Equity Distribution Agreement and any Master Forward Confirmation is true and correct on the date hereof, and that the Prospectus, including the documents incorporated by reference therein, and any applicable Issuer Free Writing Prospectus, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Number of Days in Forward Hedge Selling Period: $[●] First Date of Forward Hedge Selling Period: [●] Maximum Number of Shares to be Sold: [●] Forward Hedge Amount: $[●] Minimum Price (Adjustable by Company during the Forward Hedge Selling Period, and in no event less than $0.01 per share): $[●] per share Forward Hedge Selling Commission Rate: [●]% Number of Shares that would result in an Excess Charter Ownership Position (as defined in the Master Forward Confirmation) as of the date hereof less one Share [●] Forward Price Reduction Date Forward Price Reduction Amounts [●] $ [●] [●] $ [●] [●] $ [●] [●] $ [●] Spread: [●] basis points Initial Stock Loan Rate: [●] basis points Maximum Stock Loan Rate: [●] basis points Regular Dividend Amounts Per Calendar Quarter: $[●] Maturity Date: [●] Exhibit F AUTHORIZED/DESIGNATED INDIVIDUALS FOR PLACEMENT NOTICES FOR THE COMPANY Xxxxx X. Xxxxxx, Xx. Xxxxxx Xxxx FOR THE FORWARD SELLER AND THE FORWARD PURCHASER Exhibit G FORM OF MASTER FORWARD CONFIRMATION To: Brixmor Property Group Inc. (“Party B”) From: [DEALER] (“Party A”) [DEALER CONTACT INFORMATION] Re: Master Confirmation for Issuer Share Forward Sale Transactions Date: November 1, 2022 Ladies and Gentlemen: The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time (each, a “Transaction” and, collectively, the “RepresentativesTransactions”) propose to enter into an Underwriting between [DEALER] (“Party A”)[, represented by [●] as its agent (“Agent”),]1 and Brixmor Property Group Inc. (“Party B”) in accordance with the terms of the Equity Distribution Agreement (the “Underwriting Distribution Agreement”) with the Company providing for the public offering ), dated as of shares November 1, 2022, among Party A, Party B, Brixmor Operating Partnership LP, a Delaware limited partnership (the “SecuritiesOperating Partnership”) and the other parties thereto. Each Transaction will be evidenced by a supplemental confirmation substantially in the form of Annex A hereto (each, a “Supplemental Confirmation”, and each such Supplemental Confirmation, together with this Master Confirmation, a “Confirmation” for purposes of the Company’s Class A common stock, par value $[ · ] per share (the “Common Stock”Agreement specified below). In recognition Each Confirmation will be a confirmation for purposes of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, Rule 10b-10 promulgated under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and amended (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:“Exchange Act”).
Appears in 1 contract
Samples: Equity Distribution Agreement (Brixmor Operating Partnership LP)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto or thereto as the case may be. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Subject Agent, please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and the Subject Agent. Very truly yours, MID-AMERICA APARTMENT COMMUNITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Director of Investor Relations, Corporate Secretary and Senior Vice President MID-AMERICA APARTMENTS, L.P. By: Mid-America Apartment Communities, Inc. Its: General Partner By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Director of Investor Relations, Corporate Secretary and Senior Vice President Accepted and agreed to as of the date first above written: UBS SECURITIES LLC By: /s/ Axxx Xxxxx Name: Axxx Xxxxx Title: Managing Director By: /s/ Snehit Shetty Name: Snehit Shetty Title: Director Exhibit A Mid-America Apartment Communities, Inc. Common Stock TERMS AGREEMENT _____________, 20__ UBS Securities LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: Mid-America Apartment Communities, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated February 25, 2013 (the “Distribution Agreement”) among the Company, Mid-America Apartments, L.P., a Tennessee limited partnership (the “Operating Partnership”), and UBS Securities LLC (the “Subject Agent”), to issue and sell to the Subject Agent the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Distribution Agreement shall have the same meanings when used herein. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Subject Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to the Subject Agent, is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Subject Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Subject Agent trading in the Common Stock for Subject Agent’s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the Company us a counterpart hereof, whereupon this instrumentTerms Agreement, along with all counterpartsincluding those provisions of the Distribution Agreement incorporated herein by reference, will become shall constitute a binding agreement among between the Underwriters Subject Agent and the Company in accordance with its termsCompany. Very truly yours, FLOOR & DECOR HOLDINGSMID-AMERICA APARTMENT COMMUNITIES, INC. By By: Name: Title: CONFIRMED AND ACCEPTED, Accepted and agreed as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. UBS SECURITIES LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory Name: Title: By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives Name: Title: Schedule to Terms Agreement Title of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Purchased Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stockCommon Stock, par value $[ · 0.01 per share Number of Shares of Purchased Securities: [•] shares Initial Price to Public: $[•] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired Purchase Price Payable by the undersigned or with respect Subject Agent: $[•] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled a bank account specified by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:day funds.]
Appears in 1 contract
Samples: Distribution Agreement (Mid America Apartment Communities Inc)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuer and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director CHAIT A(2006-2) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Chase Issuance Trust CHASEseries Class A(2007-5) REOPEN Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Ventas a counterpart hereof, whereupon this instrument, along with all counterpartscounterparts (including via facsimile), will become a binding agreement among between the Underwriters and the Company Ventas Entities in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSVENTAS, INC. By By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Administrative Officer and General Counsel VENTAS REALTY, LIMITED PARTNERSHIP By: Ventas, Inc., its General Partner By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Administrative Officer and General Counsel VENTAS CAPITAL CORPORATION By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: Executive Vice President And Secretary VENTAS LP REALTY, LLC By: Ventas, Inc., its sole member By: /s/ X. Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Administrative Officer and General Counsel CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCHBANC OF AMERICA SECURITIES LLC By: /s/ Xxx Xxxxxxxx Authorized Signatory CONFIRMED AND ACCEPTED, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL as of the date first above written: CITIGROUP GLOBAL MARKETS INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxxx Xxxxxxxxxxxxx Authorized Signatory Xxxxx Xxxxxxxxxxxxx CONFIRMED AND ACCEPTED, as of the date first above written: UBS SECURITIES LLC By: BARCLAYS CAPITAL INC. By /s/ Xxxxxxxxxxx Xxxxxxxx Authorized Signatory For themselves and Xxxxxxxxxxx Xxxxxxxx Managing Director UBS Securities LLC By: /s/ Xxxx Xxxxxxxxxx Authorized Signatory Xxxx Xxxxxxxxxx Associate Director Debt Capital Markets UBS Investment Bank CONFIRMED AND ACCEPTED, as Representatives of the other Underwriters named in Schedule A heretodate first above written: BMO CAPITAL MARKETS CORP. SCHEDULE A The initial public offering price per share for By: /s/ Xxxxx X. Xxxx Authorized Signatory Xxxxx X. Xxxx CONFIRMED AND ACCEPTED, as of the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth date first above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse written: Calyon Securities (USA) LLC UBS Securities LLC XxxxxxxInc. By: /s/ Xxxxxx Xxxxxxxx Authorized Signatory Xxxxxx Xxxxxxxx Managing Director CONFIRMED AND ACCEPTED, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx date first above written: KEYBANC CAPITAL MARKET INC. By: /s/ Xxxx Xxx Xxxx, Xxx X. Xxxxxxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · ] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:X. Xxxxxxx
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Chase Issuance Trust CHASEseries Class A hereto. SCHEDULE (2007-6) Underwriting Agreement Signature Page EXHIBIT A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Chase Issuance Trust CHASEseries Class A(2007-16) REOPEN Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CONFIRMED AND ACCEPTEDSenior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President CHAIT A(2006-5) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto or thereto as the case may be. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Subject Agent, please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and the Subject Agent. Very truly yours, MID-AMERICA APARTMENT COMMUNITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Director of Investor Relations, Corporate Secretary and Senior Vice President MID-AMERICA APARTMENTS, L.P. By: Mid-America Apartment Communities, Inc. Its: General Partner By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Director of Investor Relations, Corporate Secretary and Senior Vice President Accepted and agreed to as of the date first above written: BMO CAPITAL MARKETS CORP. By: /s/ Cxxxx X. Xxxxxxxx Name: Cxxxx X. Chrisnell Title: Director, Investment Banking Exhibit A Mid-America Apartment Communities, Inc. Common Stock TERMS AGREEMENT _____________, 20__ BMO Capital Markets Corp. 3 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: Mid-America Apartment Communities, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated February 25, 2013 (the “Distribution Agreement”) among the Company, Mid-America Apartments, L.P., a Tennessee limited partnership (the “Operating Partnership”), and BMO Capital Markets Corp. (the “Subject Agent”), to issue and sell to the Subject Agent the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Distribution Agreement shall have the same meanings when used herein. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Subject Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to the Subject Agent, is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Subject Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Subject Agent trading in the Common Stock for Subject Agent’s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the Company us a counterpart hereof, whereupon this instrumentTerms Agreement, along with all counterpartsincluding those provisions of the Distribution Agreement incorporated herein by reference, will become shall constitute a binding agreement among between the Underwriters Subject Agent and the Company in accordance with its termsCompany. Very truly yours, FLOOR & DECOR HOLDINGSMID-AMERICA APARTMENT COMMUNITIES, INC. By By: Name: Title: CONFIRMED AND ACCEPTED, Accepted and agreed as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS BMO CAPITAL INCMARKETS CORP. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory ByName: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives Title: Schedule to Terms Agreement Title of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Purchased Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stockCommon Stock, par value $[ · 0.01 per share Number of Shares of Purchased Securities: [•] shares Initial Price to Public: $[•] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired Purchase Price Payable by the undersigned or with respect Subject Agent: $[•] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled a bank account specified by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:day funds.]
Appears in 1 contract
Samples: Distribution Agreement (Mid America Apartment Communities Inc)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and [the Attorney-in-Fact for] the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGS, INC. By Title: [THE SELLING STOCKHOLDERS NAMED IN SCHEDULE B HERETO By As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule B hereto] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ $[ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Xxxxxxx Sachs & Co. LLC Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · [·] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (“Barclays”) (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · ] 0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 18090-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or publicly file or cause to be publicly filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
Appears in 1 contract
Samples: Underwriting Agreement (Floor & Decor Holdings, Inc.)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CONFIRMED AND ACCEPTEDSenior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President Chase Issuance Trust CHASE series Class A(2007-3) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto or thereto as the case may be. [Signature Page Follows] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Subject Agent, please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and the Subject Agent. Very truly yours, BRIXMOR PROPERTY GROUP INC. By: _________________________________ Name: Xxxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: _________________________________ Accepted and agreed to as of the date first above written: By: [SALES AGENT] By:____________________________ Name:______________________ Title:_______________________ Exhibit A Brixmor Property Group Inc. Common Stock TERMS AGREEMENT [Date] [Sales Agent] Dear Sirs: Brixmor Property Group Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated June 8, 2015 (the “Distribution Agreement”) among the Company and Brixmor Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and [Sales Agent], as agent and/or principal (the “Subject Agent”), to issue and sell to the Subject Agent the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Distribution Agreement shall have the same meanings when used herein. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Subject Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as may be required, relating to the Purchased Securities, in the form heretofore delivered to the Subject Agent, is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Subject Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Subject Agent trading in the Common Stock for Subject Agent’s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the Company us a counterpart hereof, whereupon this instrumentTerms Agreement, along with all counterpartsincluding those provisions of the Distribution Agreement incorporated herein by reference, will become shall constitute a binding agreement among between the Underwriters Company, the Operating Partnership and the Company in accordance with its termsSubject Agent. Very truly yours, FLOOR & DECOR HOLDINGS, BRIXMOR PROPERTY GROUP INC. By By: _________________________________ Name: Xxxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDExecutive Vice President, General Counsel and Secretary BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: _________________________________ Accepted and agreed to as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory [SALES AGENT] By:____________________________ Name:______________________ Title:_______________________ Schedule to Terms Agreement Title of Purchased Securities: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stockCommon Stock, par value $[ · ] 0.01 per share (the “Common Stock”). In recognition Number of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director Shares of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter Purchased Securities: _________________________ shares Initial Price to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired Public: $_________________________ per share Purchase Price Payable by the undersigned or with respect Subject Agent: $_________________________ per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled a bank account specified by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:day funds.]
Appears in 1 contract
Samples: Equity Distribution Agreement (Brixmor Operating Partnership LP)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto or thereto as the case may be. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Subject Agent, please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and the Subject Agent. Very truly yours, MID-AMERICA APARTMENT COMMUNITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Corporate Secretary MID-AMERICA APARTMENTS, L.P. By: Mid-America Apartment Communities, Inc. Its: General Partner By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Corporate Secretary Accepted and agreed to as of the date first above written: BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Exhibit A Mid-America Apartment Communities, Inc. Common Stock TERMS AGREEMENT , 20 BMO Capital Markets Corp. 0 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: Mid-America Apartment Communities, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Amended and Restated Distribution Agreement dated November 19, 2013 (the “Distribution Agreement”) among the Company, Mid-America Apartments, L.P., a Tennessee limited partnership (the “Operating Partnership”), and BMO Capital Markets Corp. (the “Subject Agent”), to issue and sell to the Subject Agent the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Distribution Agreement shall have the same meanings when used herein. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Subject Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to the Subject Agent, is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Subject Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Subject Agent trading in the Common Stock for Subject Agent’s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the Company us a counterpart hereof, whereupon this instrumentTerms Agreement, along with all counterpartsincluding those provisions of the Distribution Agreement incorporated herein by reference, will become shall constitute a binding agreement among between the Underwriters Subject Agent and the Company in accordance with its termsCompany. Very truly yours, FLOOR & DECOR HOLDINGSMID-AMERICA APARTMENT COMMUNITIES, INC. By By: Name: Title: CONFIRMED AND ACCEPTED, Accepted and agreed as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS BMO CAPITAL INCMARKETS CORP. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory ByName: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives Title: Schedule to Terms Agreement Title of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Purchased Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stockCommon Stock, par value $[ · 0.01 per share Number of Shares of Purchased Securities: [—] shares Initial Price to Public: $[—] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired Purchase Price Payable by the undersigned or with respect Subject Agent: $[—] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled a bank account specified by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:day funds.]
Appears in 1 contract
Samples: Distribution Agreement (Mid-America Apartments, L.P.)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CONFIRMED AND ACCEPTEDSenior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President Chase Issuance Trust CHASE series Class C(2006-4) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Chase Issuance Trust CHASEseries Class A(2007-7) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ____ ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated _____________ Series Designation: ____________ Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: _______________, _______________, ______________ and _______________, commencing _____________ __, _____. Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes __________%] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes __________%] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes __________%] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President Chase Issuance Trust CHASEseries Class A(2006-8) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Chase Issuance Trust CHASE series Class A(2007-5) REOPEN Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CONFIRMED AND ACCEPTEDSenior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President Chase Issuance Trust CHASEseries Class A(2007-8) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CONFIRMED AND ACCEPTEDSenior Vice President CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Chase Issuance Trust CHASE series Class A(2007-2) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
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Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall represent a binding agreement among the Underwriters Company and the Company in accordance with its termsseveral Underwriters. Very truly yours, FLOOR & DECOR HOLDINGS, INC. By Ixxxxxxxx Xxxx Inc. By: /s/ Axxxxx Xxxxxxx Name: Axxxxx Xxxxxxx Title: CONFIRMED AND ACCEPTEDSenior Vice President, General Counsel, Chief Compliance Officer, and Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX specified in Schedule I hereto. Citigroup Global Markets Inc. Gxxxxxx Sxxxx & XXXXX INCORPORATED BARCLAYS CAPITAL INC. Co. LLC J.X. Xxxxxx Securities LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory Citigroup Global Markets Inc. By: BARCLAYS CAPITAL INC. By Authorized Signatory /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director By: Gxxxxxx Sxxxx & Co. LLC By: /s/ Jxxxxxxx Xxxxx Name: Jxxxxxxx Xxxxx Title: Managing Director By: J.X. Xxxxxx Securities LLC By: /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive Director For themselves and as Representatives of the other several Underwriters named in Schedule A heretoII to the foregoing Agreement. SCHEDULE A The initial public offering I Underwriting Agreement dated August 8, 2023 Registration Statement No. 333-273755 Representatives: Citigroup Global Markets Inc., Gxxxxxx Sxxxx & Co. LLC and J.X. Xxxxxx Securities LLC Title, Purchase Price and Description of Securities: Title: 5.400% Senior Notes due 2028 (the “2028 Notes”) 5.700% Senior Notes due 2033 (the “2033 Notes”) Principal amount: $500,000,000 of the 2028 Notes $1,000,000,000 of the 2033 Notes Purchase price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives Underwriters: 99.011% of the several Underwriters principal amount of the 2028 Notes, plus accrued interest, if any, from August 14, 2023 to be named in the within mentioned Underwriting Agreement c/o Merrill LynchClosing Date 98.584% of the principal amount of the 2033 Notes, Pierceplus accrued interest, Xxxxxx if any, from August 14, 2023 to the Closing Date Closing Date, Time and Location: August 14, 2023 at 10:00 a.m. New York City time at Cravath, Swaine & Xxxxx Incorporated Xxx Xxxxxx Xxxx Mxxxx LLP, 800 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor SCHEDULE II Underwriters Principal Amount of 2028 Notes to be Purchased Principal Amount of 2033 Notes to be Purchased Citigroup Global Markets Inc. $90,000,000.00 $180,000,000.00 Gxxxxxx Sxxxx & Decor HoldingsCo. LLC $90,000,000.00 $180,000,000.00 J.X. Xxxxxx Securities LLC $90,000,000.00 $180,000,000.00 Mizuho Securities USA LLC $47,500,000.00 $95,000,000.00 HSBC Securities (USA) Inc. $37,500,000.00 $75,000,000.00 Deutsche Bank Securities Inc. $37,500,000.00 $75,000,000.00 TD Securities (USA) LLC $37,500,000.00 $75,000,000.00 Barclays Capital Inc. $17,500,000.00 $35,000,000.00 ING Financial Markets LLC $17,500,000.00 $35,000,000.00 RBC Capital Markets, LLC $17,500,000.00 $35,000,000.00 U.S. Bancorp Investments, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director $17,500,000.00 $35,000,000.00 Total $500,000,000.00 $1,000,000,000.00 SCHEDULE III Schedule of Floor & Decor Holdings, Inc., a Delaware corporation Free Writing Prospectuses included in the Disclosure Package 1. None. SCHEDULE IV Ixxxxxxxx Xxxx Inc. $500,000,000 5.400% Senior Notes due 2028 (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx2028 Notes”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement $1,000,000,000 5.700% Senior Notes due 2033 (the “Underwriting Agreement2033 Notes”) with Pricing Term Sheet August 8, 2023 This supplement (this “Pricing Term Sheet”) is qualified in its entirety by reference to the Company providing for the public offering of shares preliminary prospectus supplement dated August 7, 2023 (the “SecuritiesPreliminary Prospectus Supplement”) of supplementing the Company’s Class A common stockbase prospectus dated August 7, par value $[ · ] per share 2023 (the “Common StockBase Prospectus”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named ) included in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (iiFile No. 333-273755) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported filed with the Securities and Exchange Commission on Form 4 (the “SEC”). The information in accordance this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement and Base Prospectus to the extent inconsistent with Section 16 the information contained therein. Terms used but not defined in the Pricing Term Sheet will have the meanings assigned in the Preliminary Prospectus Supplement. Issuer: Ixxxxxxxx Xxxx Inc. Principal Amount: 2028 Notes: $500,000,000 2033 Notes: $1,000,000,000 Offering Format: SEC-Registered Maturity Date: 2028 Notes: August 14, 2028 2033 Notes: August 14, 2033 Coupon (Interest Rate): 2028 Notes: 5.400% 2033 Notes: 5.700% Yield to Maturity: 2028 Notes: 5.490% 2033 Notes: 5.802% Spread to Benchmark Treasury: 2028 Notes: +137 bps 2033 Notes: +177 bps Benchmark Treasury: 2028 Notes: 4.125% due July 31, 2028 2033 Notes: 3.375% due May 15, 2033 Benchmark Treasury Yield: 2028 Notes: 4.120% 2033 Notes: 4.032% Price to Public: 2028 Notes: 99.611% of the Securities Exchange Act principal amount 2033 Notes: 99.234% of 1934the principal amount In each case, as amendedplus accrued interest, if any, from August 14, 2023 Interest Payment Dates: Semi-annually on February 14 and August 14, commencing February 14, 2024 Interest Record Dates: January 31 and July 31 Par Call Date: 2028 Notes: July 14, 2028 (3the date that is one month prior to the maturity date of the 2028 Notes) 2033 Notes: May 14, 2033 (the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:date that is three months prior to the maturity date of the 2033 Notes)
Appears in 1 contract
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your correctly sets forth the understanding of our agreementamong the Company, the Operating Partnership and Xxxxx, please sign and return to so indicate in the Company a counterpart hereofspace provided below for the purpose, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall constitute a binding agreement among the Underwriters Company, the Operating Partnership and the Company in accordance with its termsXxxxx. Very truly yours, FLOOR & DECOR HOLDINGSPost Properties, INC. By Inc. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: CONFIRMED AND ACCEPTEDExecutive Vice President Post Apartment Homes, L.P. By: Post GP Holdings, Inc., its sole general partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President Accepted and agreed to as of the date first above written: XXXXXXX LYNCHXXXXX FARGO SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. LLC By: XXXXXXX LYNCH/s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President Schedule I Bank: ABA #: Account # Account Name: Attention: Exhibit A Post Properties, PIERCEInc. Common Stock TERMS AGREEMENT , XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. 2012 Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, 000 Xxxx Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor HoldingsPost Properties, Inc., a Delaware Georgia corporation (the “Company”), understands that Xxxxxxx Lynchproposes, Piercesubject to the terms and conditions stated herein and in the Distribution Agreement, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectivelydated May 31, the “Representatives”) propose to enter into an Underwriting Agreement 2012 (the “Underwriting Distribution Agreement”) with ), by and among the Company providing for Company, Post Apartment Homes, L.P., a Georgia limited partnership and the public offering of shares Company’s operating partnership, and Xxxxx Fargo Securities, LLC (“Xxxxx”), to issue and sell to Xxxxx the securities specified in the Schedule hereto (the “Purchased Securities”) [, and solely for the purpose of covering over-allotments, to grant to Xxxxx the Company’s Class A common stock, par value $[ · ] per share option to purchase the additional securities specified in the Schedule hereto (the “Common StockAdditional Securities”)]. In recognition Unless otherwise defined below, capitalized terms defined in the Distribution Agreement shall have the same meanings when used herein. [Xxxxx shall have the right to purchase from the Company all or a portion of the benefit Additional Securities as may be necessary to cover over-allotments made in connection with the offering of the Purchased Securities, at the same purchase price per share to be paid by Xxxxx to the Company for the Purchased Securities. This option may be exercised by Xxxxx at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of shares of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as the “Option Settlement Date”); provided, however, that such an offering will confer upon the undersigned Option Settlement Date shall not be earlier than the Settlement Date (as a stockholderset forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Securities shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Securities.] Each of the provisions of the Distribution Agreement not specifically related to the solicitation by Xxxxx, officer and/or director as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit be part of this Terms Agreement to the Company from taking any action that the Company is permitted to take under Section 3(i) same extent as if such provisions had been set forth in full herein. Each of the Underwriting Agreementrepresentations, warranties and it agreements set forth therein shall not be deemed a breach to have been made as of the date of this lock-up agreement for Terms Agreement [and] [,] the Settlement Date [and any officer or director Option Settlement Date]. An amendment to approve and carry out any such action, in his or her capacity the Registration Statement (as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed defined in the Underwriting Agreement to announce the impending release Distribution Agreement), or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter supplement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transfereeProspectus, as the case may be, (2) such transfers are not required relating to the Purchased Securities [and the Additional Securities], in the form heretofore delivered to Xxxxx is now proposed to be reported filed with the Securities and Exchange Commission on Form 4 Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Xxxxx and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of this Agreement or any Terms Agreement to the contrary, the Company consents to Xxxxx trading in the Common Stock for Xxxxx’ own account and for the account of its clients at the same time as sales of the Shares occur pursuant to this Agreement. If the foregoing is in accordance with Section 16 your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between Xxxxx and the Company. Very truly yours, Post Properties, Inc. By: Name: Title: Accepted and agreed to as of the date first above written: XXXXX FARGO SECURITIES, LLC By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities Exchange Act [and Additional Securities]: Common Stock, par value $0.01 per share Number of 1934, as amended, Shares of Purchased Securities: [•] [Number of Shares of Additional Securities:] [•] [Price to Public:] [•] Purchase Price by Xxxxx: [•] Method of and (3) Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:Company in same day funds.]
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Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Chase Issuance Trust CHASEseries Class A(2007-11) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President CHAIT A(2006-3) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters Underwriters, the Company and the Company Selling Stockholders in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGS, INC. By Title: [THE SELLING STOCKHOLDERS NAMED IN SCHEDULE B HERETO By Name: [·] As Attorney-in-Fact acting on behalf of the Selling Stockholders] CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ $[ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ · ] Barclays Capital Inc. [ · ] Credit Suisse Securities (USA) LLC [ · ] UBS Securities LLC Xxxxxxx, [ · ] Xxxxxxx Sachs & Co. LLC [ · ] Xxxxxxxxx LLC [ · ] Xxxxx Xxxxxxx & Co. [ · ] Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B BTIG, LLC [ · ] Total [·] Sch A [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (“Barclays”) (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and Selling Stockholders providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · ] 0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 18060-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or publicly file or cause to be publicly filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
Appears in 1 contract
Samples: Underwriting Agreement (Floor & Decor Holdings, Inc.)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President Chase Issuance Trust CHASE series Class A(2006-6) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (First Usa Credit Card Master Trust)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Chase Issuance Trust CHASEseries Class A(2007-17) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties heretohereto or thereto as the case may be. If the foregoing is in accordance with your correctly sets forth the understanding of our agreementamong the Company, the Operating Partnership, the Subject Agent, the Forward Seller and Forward Purchaser, please sign and return to so indicate in the Company a counterpart hereofspace provided below for that purpose, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall constitute a binding agreement among the Underwriters Company, the Operating Partnership, the Subject Agent, the Forward Seller and the Company in accordance with its termsForward Purchaser. Very truly yours, FLOOR & DECOR HOLDINGS, BRIXMOR PROPERTY GROUP INC. By By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDExecutive Vice President, General Counsel and Corporate Secretary BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Corporate Secretary Accepted and agreed to as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH[•], PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory as Subject Agent and Forward Seller By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · _____________________ Name: _____________________ Title: _____________________ By: [•], being an amount equal as Forward Purchaser By: _____________________ Name: _____________________ Title: _____________________ Exhibit E FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution - Placement Notice Ladies and Gentlemen: Reference is made to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Equity Distribution Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, among Brixmor Property Group Inc., a Delaware corporation organized under the laws of the State of Maryland (the “Company”), understands that Xxxxxxx LynchBrixmor Operating Partnership LP, Piercea Delaware limited partnership (the “Operating Partnership”), Xxxxxx & Xxxxx Incorporated [•] (the “Xxxxxxx XxxxxForward Purchaser”) and Barclays Capital [•] (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares thereunder, the “Subject Agent,” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares thereunder, the “Forward Seller”), dated as of January 9, 2020 (the “Equity Distribution Agreement”). Capitalized terms used in this Placement Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Placement Notice relates to a “Forward Related Transaction”. The Company confirms that all conditions to the delivery of this Placement Notice are satisfied as of the date hereof. The Company and the Operating Partnership represent and warrant that each representation, warranty, covenant and other agreement of the Company and Operating Partnership contained in the Equity Distribution Agreement and any Master Forward Confirmation is true and correct on the date hereof, and that the Prospectus, including the documents incorporated by reference therein, and any applicable Issuer Free Writing Prospectus, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Number of Days in Forward Hedge Selling Period: $[•] First Date of Forward Hedge Selling Period: [•] Maximum Number of Shares to be Sold: [•] Forward Hedge Amount: $[•] Minimum Price (Adjustable by Company during the Forward Hedge Selling Period, and in no event less than $0.01 per share): $[•] per share Forward Hedge Selling Commission Rate: [•]% Number of Shares that would result in an Excess Charter Ownership Position (as defined in the Master Forward Confirmation) as of the date hereof less one Share [•] Forward Price Reduction Date Forward Price Reduction Amounts [•] $ [•] [•] $ [•] [•] $ [•] [•] $ [•] Spread: [•] basis points Initial Stock Loan Rate: [•] basis points Maximum Stock Loan Rate: [•] basis points Regular Dividend Amounts Per Calendar Quarter: $[•] Maturity Date: [•] Exhibit F AUTHORIZED/DESIGNATED INDIVIDUALS FOR PLACEMENT NOTICES FOR THE COMPANY Xxxxx X. Xxxxxx, Xx. Xxxxxx Xxxx Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx FOR THE FORWARD SELLER AND THE FORWARD PURCHASER Exhibit G FORM OF MASTER FORWARD CONFIRMATION To: Brixmor Property Group Inc. (“Party B”) From: [DEALER] (“Party A”) [DEALER CONTACT INFORMATION] Re: Master Confirmation for Issuer Share Forward Sale Transactions Date: January 9, 2020 Ladies and Gentlemen: The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time (each, a “Transaction” and, collectively, the “RepresentativesTransactions”) propose to enter into an Underwriting between [DEALER] (“Party A”)[, represented by [•] as its agent (“Agent”),]1 and Brixmor Property Group Inc. (“Party B”) in accordance with the terms of the Equity Distribution Agreement (the “Underwriting Distribution Agreement”) with the Company providing for the public offering ), dated as of shares January 9, 2020, among Party A, Party B, Brixmor Operating Partnership LP, a Delaware limited partnership (the “SecuritiesOperating Partnership”) and the other parties thereto. Each Transaction will be evidenced by a supplemental confirmation substantially in the form of Annex A hereto (each, a “Supplemental Confirmation”, and each such Supplemental Confirmation, together with this Master Confirmation, a “Confirmation” for purposes of the Company’s Class A common stock, par value $[ · ] per share (the “Common Stock”Agreement specified below). In recognition Each Confirmation will be a confirmation for purposes of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, Rule 10b-10 promulgated under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and amended (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:“Exchange Act”).
Appears in 1 contract
Samples: Equity Distribution Agreement (Brixmor Operating Partnership LP)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, please kindly sign and return to us the Company a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the Bank, the Issuing Entity and the Underwriters and the Company in accordance with its terms. Very truly yours, FLOOR & DECOR HOLDINGSCHASE BANK USA, INC. By NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CONFIRMED AND ACCEPTEDPresident CHASE ISSUANCE TRUST By: CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH. X.X. XXXXXX SECURITIES INC., PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves as Underwriter and as Representatives Representative of the other Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Chase Issuance Trust CHASEseries Class A(2007-15) Underwriting Agreement Signature Page EXHIBIT A hereto. SCHEDULE A CHASE ISSUANCE TRUST SERIES ASSET BACKED NOTES TERMS AGREEMENT Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The initial public offering price per share Underwriters named on Schedule I attached hereto are the “Underwriters” for the Securities shall be $[ · purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: Initial Principal Amount Interest Rate or Formula Price to Public [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]. : Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price per share payable by the Underwriters for the Securities Notes covered by this Agreement will be the following percentage of the principal amounts to be paid by the several Underwriters shall be $ issued: [Per Class [ · ], being an amount equal to the initial public offering price set forth above less $] Notes %] [Per Class [ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total Notes %] [Per Class [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · Notes %] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfersRegistration Statement:
Appears in 1 contract
Samples: Terms Agreement (Chase Bank Usa, National Association)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your correctly sets forth the understanding of our agreementamong the Company, the Operating Partnership and CF&Co., please sign and return to so indicate in the Company a counterpart hereofspace provided below for the purpose, whereupon this instrument, along with all counterparts, will become letter and your acceptance shall constitute a binding agreement among the Underwriters Company, the Operating Partnership and the Company in accordance with its termsCF&Co. Very truly yours, FLOOR & DECOR HOLDINGSPost Properties, INC. By Inc. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: CONFIRMED AND ACCEPTEDExecutive Vice President Post Apartment Homes, L.P. By: Post GP Holdings, Inc., its sole general partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President Accepted and agreed to as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX CANTOR XXXXXXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INCCO. By: XXXXXXX LYNCH/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Sr. Managing Director Schedule I Bank: ABA #: Account # Account Name: Attention: Exhibit A Post Properties, PIERCEInc. Common Stock TERMS AGREEMENT , XXXXXX & XXXXX INCORPORATED By Authorized Signatory By: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs 2012 Cantor Xxxxxxxxxx & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] Exhibit B [ · ], 2017 Xxxxxxx Lynch, Pierce, 000 Xxxx 00xx Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor HoldingsPost Properties, Inc., a Delaware Georgia corporation (the “Company”), understands that Xxxxxxx Lynchproposes, Piercesubject to the terms and conditions stated herein and in the Distribution Agreement, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectivelydated May 31, the “Representatives”) propose to enter into an Underwriting Agreement 2012 (the “Underwriting Distribution Agreement”) with ), by and among the Company providing for Company, Post Apartment Homes, L.P., a Georgia limited partnership and the public offering of shares Company’s operating partnership, and Cantor Xxxxxxxxxx & Co. (“CF&Co.”), to issue and sell to CF&Co. the securities specified in the Schedule hereto (the “Purchased Securities”) [, and solely for the purpose of covering over-allotments, to grant to CF&Co. the Company’s Class A common stock, par value $[ · ] per share option to purchase the additional securities specified in the Schedule hereto (the “Common StockAdditional Securities”)]. In recognition Unless otherwise defined below, capitalized terms defined in the Distribution Agreement shall have the same meanings when used herein. [CF&Co. shall have the right to purchase from the Company all or a portion of the benefit Additional Securities as may be necessary to cover over-allotments made in connection with the offering of the Purchased Securities, at the same purchase price per share to be paid by CF&Co. to the Company for the Purchased Securities. This option may be exercised by CF&Co. at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of shares of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as the “Option Settlement Date”); provided, however, that such an offering will confer upon the undersigned Option Settlement Date shall not be earlier than the Settlement Date (as a stockholderset forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Securities shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Securities.] Each of the provisions of the Distribution Agreement not specifically related to the solicitation by CF&Co., officer and/or director as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit be part of this Terms Agreement to the Company from taking any action that the Company is permitted to take under Section 3(i) same extent as if such provisions had been set forth in full herein. Each of the Underwriting Agreementrepresentations, warranties and it agreements set forth therein shall not be deemed a breach to have been made as of the date of this lock-up agreement for Terms Agreement [and] [,] the Settlement Date [and any officer or director Option Settlement Date]. An amendment to approve and carry out any such action, in his or her capacity the Registration Statement (as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed defined in the Underwriting Agreement to announce the impending release Distribution Agreement), or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter supplement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transfereeProspectus, as the case may be, (2) such transfers are not required relating to the Purchased Securities [and the Additional Securities], in the form heretofore delivered to CF&Co. is now proposed to be reported filed with the Securities and Exchange Commission on Form 4 Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to CF&Co. and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of this Agreement or any Terms Agreement to the contrary, the Company consents to CF&Co. trading in the Common Stock for CF&Co.’s own account and for the account of its clients at the same time as sales of the Shares occur pursuant to this Agreement. If the foregoing is in accordance with Section 16 your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between CF&Co. and the Company. Very truly yours, Post Properties, Inc. By: Name: Title: Accepted and agreed to as of the date first above written: CANTOR XXXXXXXXXX & CO. By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities Exchange Act [and Additional Securities]: Common Stock, par value $0.01 per share Number of 1934Shares of Purchased Securities: [•] [Number of Shares of Additional Securities:] [•] [Price to Public:] [•] Purchase Price by CF&Co.: [•] Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To CF&Co.’s account, or the account of CF&Co.’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [•], 2012 Closing Location: [•] Documents to be Delivered:1 The following documents referred to in the Distribution Agreement shall be delivered as amended, and a condition to the closing (3) which documents shall be dated on or as of the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:date of the Terms Agreement to which this Scheduled is annexed):
Appears in 1 contract
Amendments or Waivers. No amendment This Agreement may not be amended or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective modified unless the same shall be in writing and signed by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing and signed by each party hereto whom the condition is meant to benefit. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. [Signature Page Follows] Very truly yours, FLOOR & DECOR HOLDINGSBOSTON PROPERTIES LIMITED PARTNERSHIP By: BXP, INC. By ., its general partner By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: CONFIRMED AND ACCEPTEDExecutive Vice President, Chief Financial Officer and Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date first above writtenhereof X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX LYNCH& CO. LLC By:/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director PNC CAPITAL MARKETS LLC By:/s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director TD SECURITIES (USA) LLC By:/s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director TRUIST SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. ByBy:/s/ Xxxxxx Xxxxxxxxxx Name: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Xxxxxx Xxxxxxxxxx Title: Authorized Signatory ByXXXXX FARGO SECURITIES, LLC By:/s/ Xxxxxxx Xxxxxx Name: BARCLAYS CAPITAL INC. By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. Xxxxxxx Xxxxxx Title: Managing Director [Signature Page to Underwriting Agreement] SCHEDULE A The initial public offering price per share for the I Managers: X.X. Xxxxxx Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities LLC Xxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Co. LLC PNC Capital Inc. Credit Suisse Markets LLC TD Securities (USA) LLC UBS Securities LLC XxxxxxxTruist Securities, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx CapitalManager(s) authorized to appoint counsel under Section 8(c): X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. Total [ · ] Exhibit B [ · ]Xxxxx Fargo Securities, 2017 Xxxxxxx LynchLLC Registration Statement File No.: 000-000000-00 Time of Sale Prospectus: Prospectus dated May 17, Pierce2023 relating to the Shelf Securities The preliminary prospectus supplement dated August 15, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives 2024 relating to the Securities Issuer Free Writing Prospectus relating to the terms of the several Underwriters Securities filed with the Commission on August 15, 2024 Title of Securities to be named in the within mentioned Underwriting Agreement c/o Merrill Lynchpurchased: 5.750% Senior Notes due 2035 Principal amount of Securities: $850,000,000 Purchase Price: 99.311% Initial Public Offering Price: 99.961% Selling Concession: 40 bps Reallowance: 25 bps Closing Date and Time: August 26, Pierce2024, 10:00 a.m. New York time Closing Location: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP One Manhattan West New York, NY 10001 Address for Notices to Underwriters: X.X. Xxxxxx & Xxxxx Incorporated Xxx Securities LLC 000 Xxxxxxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 ReAttention: Proposed Public Offering by Floor Investment Grade Syndicate Desk Facsimile: (000) 000-0000 Xxxxxx Xxxxxxx & Decor HoldingsCo. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investment Grade Syndicate Desk PNC Capital Markets LLC 000 Xxxxx Xxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Debt Capital Markets, Fixed Income Transaction Execution Facsimile: (000) 000-0000 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: DCM – Transaction Advisory Truist Securities, Inc. Dear Sirs0000 Xxxxxxxxx Xxxx, X.X. Atlanta Financial Center 9th Floor Atlanta, Georgia 30326 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Attention: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing Transaction Management Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Address for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · ] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect Notices to the registration Partnership: BXP, Inc. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxx X. Xxxxxxxxx, Esq. SCHEDULE II Underwriter Principal Amount of any of the Lock-up Securities To Be Purchased X.X. Xxxxxx Securities LLC $113,305,000.00 Xxxxxx Xxxxxxx & Co. LLC $113,305,000.00 PNC Capital Markets LLC $113,305,000.00 TD Securities (USA) LLC $113,305,000.00 Truist Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Inc. $113,305,000.00 Xxxxx Fargo Securities, whether any such swap or transaction is to be settled by delivery LLC $113,305,000.00 BBVA Securities Inc. $19,125,000.00 BNY Mellon Capital Markets, LLC $19,125,000.00 BofA Securities, Inc. $19,125,000.00 Scotia Capital (USA) Inc. $19,125,000.00 SMBC Nikko Securities America, Inc. $19,125,000.00 M&T Securities, Inc. $19,125,000.00 Mizuho Securities USA LLC $19,125,000.00 U.S. Bancorp Investments, Inc. $19,125,000.00 Fifth Third Securities, Inc. $8,585,000.00 X. Xxxxxxx & Co., LLC $8,585,000.00 Total: $850,000,000.00 SCHEDULE III Time of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:Sale Prospectus
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Samples: Boston Properties LTD Partnership
