Introductory. Bright Lights Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) and Moelis & Company LLC (“Moelis”) have agreed to act as the representatives of the several Underwriters (together in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 d...
Introductory. Matador Resources Company, a Texas corporation (the “Company”), proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of the Company’s 6.875% Senior Notes due 2023 (the “Notes”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, to be dated as of April 14, 2015 (the “Indenture”), among the Company, the Guarantors (as defined below) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 14, 2015 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecu...
Introductory. Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $750,000,000 aggregate principal amount of the Partnership’s 6.75% Senior Notes due 2022 (the “Notes”). Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Notes and the Guarantees (as defined below), which are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture, to be dated as of May 21, 2015 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by that certain fourth supplemental indenture, to be dated as of July 23, 2015 (the “Supplemental Indenture”), among the Issuers, the Guarantors and the Trustee (as so amended and supplemented, the “Indenture”). The payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” It is understood and agreed to by the parties hereto that on July 16, 2015, the Partnership and Enterprise Products Operating LLC, a Texas limited liability company (“EPO”), entered into a purchase and sale agreement (the “Purchase Agreement”), pursuant to which EPO agreed to sell, and the Partnership agreed to acquire (the “Acquisition”), (a) all of the equity interests in Cameron Highway Pipeline GP, L.L.C, a Delaware limited liability company, Enterprise GTM Offshore Operating, L.L.C., a Delaware limited liability company, Fle...
Introductory. First National Funding LLC (“FNF LLC” or the “Transferor”), a limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “Issuer”) to issue and sell $[__________] principal amount of Class A Series [20__-_] Asset Backed Notes (the “Notes”) to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. , as supplemented by the Series [20__-_] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”) became the successor indenture trustee under the Master Indenture effective May 1, 2022. The assets of the Issuer include, among other things, certain amounts due (the “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the ...
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2006-A (the "Issuing Entity") to issue $246,100,000 aggregate principal amount of Class A-1 5.45498% Asset Backed Notes (the "Class A-1 Notes"), $250,000,000 aggregate principal amount of Class A-2 5.59% Asset Backed Notes (the "Class A-2 Notes"), $302,000,000 aggregate principal amount of Class A-3 5.57% Asset Backed Notes (the "Class A-3 Notes") and $136,460,000 aggregate principal amount of Class A-4 5.62% Asset Backed Notes (the "Class A-4 Notes," together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be sold to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of June 1, 2006 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, the Issuing Entity will issue $26,560,000 aggregate principal amount of Class B 5.71% Asset Backed Notes (the "Class B Notes," together with the Class A Notes, the "Notes") and $4,835,819 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. The Class B Notes will be sold pursuant to an underwriting agreement (the "Class B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor, CFSC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx ...
Introductory. Ameritech New Zealand Investments, Inc., a Delaware corporation (the "Selling Shareholder"), proposes to offer and sell ordinary shares, no par value per share (each, a "Share"), of Telecom Corporation of New Zealand Limited, a New Zealand limited liability company (the "Company"), and American Depositary Shares, each representing the right to receive eight Shares (each, an "ADS"), in a U.S. Offering, a Rest of the World Offering, a New Zealand Offering and an Australian Offering (each term as herein defined). The Selling Shareholder proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "U.S. Underwriters") and the several Underwriters named in Schedule II hereto (the "Rest of the World Underwriters" and, together with the U.S. Underwriters, the "International Underwriters") an aggregate of 258,246,064 Shares (the "Firm Shares"), a portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement referred to below and delivered in the form of ADSs, and the International Underwriters propose, subject to the terms and conditions stated herein, to purchase the Firm Shares, with payment for such Firm Shares (whether in the form of Shares or ADSs) to be made on an instalment basis as more fully described below and in Section 5 hereof. In addition, as set forth below, the Selling Shareholder proposes to sell to the International Underwriters, at their election, up to an aggregate of 39,734,606 additional Shares (the "Optional Shares"), a portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement and delivered in the form of ADSs, with payment for such Optional Shares (whether in the form of Shares or ADSs) to be made on an instalment basis as more fully described below and in Section 5 hereof. The Firm Shares and the Optional Shares which the U.S. Underwriters elect to purchase pursuant to Section 3 hereof (in the form of Shares or ADSs) are collectively called the "U.S. Firm Shares" and the "U.S. Optional Shares", respectively, and the U.S. Firm Shares and the U.S. Optional Shares are collectively called the "U.S. Shares". The offering of the U.S. Shares in the United States and Canada is herein called the "U.S. Offering". The Firm Shares and the Optional Shares which the Rest of the World Underwriters...
Introductory. Orion Energy Systems, Inc., a Wisconsin corporation (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.
Introductory uniQure B.V., a Dutch private company with limited liability (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [·] ordinary shares, nominal value EUR 0.05 per share (the “Ordinary Shares”). The [·] Ordinary Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [·] Ordinary Shares as provided in Section 2. The additional [·] Ordinary Shares to be sold pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Xxxxxxxxx LLC (“Jefferies”) and Leerink Partners LLC (“Leerink”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Prior to the delivery of the Offered Shares under this Agreement, the following actions, among others, will be effected by execution of one or more notarial deeds: (i) the conversion of all outstanding Class A, Class B and Class C Ordinary Shares of the Company into Ordinary Shares and (ii) the conversion of uniQure B.V. into a Dutch public company with limited liability, whereby the Company will be renamed uniQure N.V. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, File No. 333-193158 which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is
Introductory. CBRE Holding, Inc., a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the...
Introductory. The Company proposes to issue and sell, from time to time, common stock, $1.00 par value, registered under the registration statement referred to in Section 3(a) (“Common Stock”). Each share of Common Stock will have associated with it one preference stock purchase right. Each such right enables the holder to acquire one one-hundredth of a share of the Company’s Series A Participating Preference Stock under certain circumstances. The shares of Common Stock referred to on Schedule A of the Purchase Agreement are hereinafter referred to as the “Firm Common Stock.” The Purchase Agreement may provide for an additional number of shares of Common Stock (the “Additional Common Stock”) which the purchasers may purchase on the terms and conditions set forth in this Agreement for the sole purpose of covering over-allotments. The Firm Common Stock and the Additional Common Stock, if any, are collectively referred to as the “Purchased Common Stock.” The firm or firms, as the case may be, which agree to purchase the Purchased Common Stock are hereinafter referred to as the “Purchasers” of such Purchased Common Stock. The terms “you” and “your” refer to those Purchasers (or the Purchaser) who sign the Purchase Agreement either on behalf of themselves (or itself) only or on behalf of the several Purchasers named in Schedule A thereto, as the case may be. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act of 1933, as amended (the “Act”), as such section applies to the respective Purchasers (the “Effective Time”), including (i) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein (other than the Statements of Eligibility and Qualification of the trustees (the “Forms T-1”) and (ii) any information contained or incorporated by reference in a prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430A, Rule 430B or Rule 430C under the Act, to be part of the Registration Statement at the Effective Time. The Company has furnished to you, for use by the Purchasers and by dealers in connection with the offering of the Purchased Common Stock, copies of one or more preliminary prospectus supplements, and the documents incorpo...
