Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients.
Compliance with USA Patriot Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended, the Sales Agent is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow the Sales Agent to properly identify its clients.
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Placement Agents are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Placement Agents to properly identify their respective clients.
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Managers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Managers to properly identify their respective clients.
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L, 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their clients, which may include the name and address of their clients, as well as other information that will allow the Underwriters to properly identify their clients. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, McKESSON CORPORATION By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director Underwriter Principal Amount Barclays Capital Inc. $ 75,000,000 Citigroup Global Markets Inc. 75,000,000 Xxxxx Fargo Securities, LLC 50,000,000 BofA Securities, Inc. 27,500,000 Xxxxxxx Xxxxx & Co. LLC 27,500,000 HSBC Securities (USA) Inc. 27,500,000 X.X. Xxxxxx Securities LLC 27,500,000 BNP Paribas Securities Corp. 20,000,000 Deutsche Bank Securities Inc. 20,000,000 PNC Capital Markets LLC 20,000,000 Scotia Capital (USA) Inc. 20,000,000 TD Securities (USA) LLC 20,000,000 UniCredit Capital Markets LLC 20,000,000 U.S. Bancorp Investments, Inc. 20,000,000 ING Financial Markets LLC 15,000,000 MUFG Securities Americas Inc. 15,000,000 NatWest Markets Securities Inc. 15,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC 5,000,000 Total $ 500,000,000
(a) Issuer Free Writing Prospectuses:
(1) Pricing Term Sheet dated August 9, 2021, substantially in the form attached as Exhibit A to this Schedule II.
(b) Additional Documents Incorporated by Reference:
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter to properly identify their respective clients. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Very truly yours, Builders FirstSource, Inc. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director
1. Other Information Included in the General Disclosure Package
1. The initial price to the public of the Securities
2. The number of Securities offered by the Selling Stockholder: 7,000,000
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. If the foregoing is in accordance with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, EYEPOINT PHARMACEUTICALS, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer Accepted as of the date first above written: X.X. XXXXXX SECURITIES LLC Acting on their own behalf and as Representative of several Underwriters listed on Schedule A to this Agreement. By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Managing Director Name Number of Shares of Firm Stock to be Purchased Number of Shares of Optional Stock to be Purchased X.X. Xxxxxx Securities LLC 4,705,882 705,882 Xxxxx and Company, LLC 2,941,177 441,176 Guggenheim Securities, LLC 2,000,000 300,000 Cantor Xxxxxxxxxx & Co. 1,176,471 176,471 Mizuho Securities USA LLC 588,235 88,235 Xxxxxxx & Company (UK) Ltd. 352,941 52,941 Total 11,764,706 1,764,705 None. Firm Stock to be Sold: 11,764,706 shares Offering Price: $17.00 per share Underwriting Discounts and Commissions: 6.0% Estimated Net Proceeds to the Company (after underwriting discounts and commissions, but before transaction expenses): $188,000,001.88 • Xxxxx Xxxxxx • Xxx Xxxxx • Xxxxxx Xxxxxx • Xxxxx Xxxxxxxxxx • Xxxxx Xxxxx • Xxxxxxx Xxxx • Xxxxx Xxxx • Xxxxx XxXxxxx • Xxxxx Xxxxx • Xxxx Xxxxxx • Xx Xxx • Xxxxxxx Xxxxxx • Xxxxx Xxxxxxx • Xxxxxx Xxxx • Ocumension Therapeutics Form of Lock-Up Agreement X.X. XXXXXX SECURITIES LLC As Representative of the several Underwriters c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 Re: EYEPOINT PHARMACEUTICALS, INC. – Public Offering of Shares of Common Stock Ladies and Gentlemen: This letter agreement (“Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) by and among EyePoint Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), as representative (the “R...
Compliance with USA Patriot Act. In accordance with the requirements of the USA PATRIOT Act, the Agents are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Agents to properly identify their respective clients.
Compliance with USA Patriot Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended, the Underwriters, the Forward Sellers and the Forward Purchasers are required to obtain, verify and record information that identifies their clients, including the Company, which information may include the name and address of their clients, as well as other information that will allow the Underwriters, the Forward Sellers and the Forward Purchasers to properly identify their clients.
