Introductory Sample Clauses

Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust 2006-A (the “Trust”) to issue and sell $84,000,000 principal amount of its Floating Rate Class I-A-1 Asset Backed Notes (the “Class I-A-1 Notes”), $149,170,000 principal amount of its Floating Rate Class I-A-2 Asset Backed Notes (the “Class I-A-2 Notes”), $7,211,000 principal amount of its Floating Rate Class I-B Asset Backed Notes (the “Class I-B Notes”), $160,927,000 principal amount of its Floating Rate Class II-A-1 Asset Backed Notes (the “Class II-A-1 Notes”), $197,000,000 principal amount of its Floating Rate Class II-A-2 Asset Backed Notes (the “Class II-A-2 Notes”), $146,730,000 principal amount of its Floating Rate Class II-A-3 Asset Backed Notes (the “Class II-A-3 Notes”), $140,274,000 principal amount of its Floating Rate Class II-A-4 Asset Backed Notes (the “Class II-A-4 Notes”), $101,664,000 principal amount of its Floating Rate Class II-B Asset Backed Notes (the “Class II-B Notes”) and $47,655,000 principal amount of its Floating Rate Class II-C Asset Backed Notes (the “Class II-C Notes” and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes, the Class II-A-1 Notes, the Class II-A-2 Notes, the Class II-A-3 Notes, the Class II-A-4 Notes and the Class II-B Notes, the “Notes”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of October 26, 2006, as amended and restated by the Amended and Restated Trust Agreement, dated as of December 1, 2006 (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) between the Depositor and The Bank of New York (Delaware), as owner trustee (the “Owner Trustee”). The Eligible Lender Trustee was appointed pursuant to the Eligible Lender Trustee Agreement, dated as of December 1, 2006 between the Depositor and JPMorgan Chase Bank, National Association, as the eligible lender trustee (the “Eligible Lender Trustee”). The assets of the Trust include certain student loans (collectively, the “Financed Student Loans”). Such Financed Student Loans will be acquired by the Trust from the Depositor on or about December 7, 2006 (the “Closing Date”). The Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are ...

Introductory. Forum Merger IV Corporation, 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 named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 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 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public 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”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) 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, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public 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-fourth 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 Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative 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 Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, 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 sh...

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Barclays Capital Inc. (“Barclays”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $750,000,000 aggregate principal amount of the Company’s 7.125% Senior Notes due 2031 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Barclays has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to allocate an amount equivalent to the net proceeds from the offering to finance or refinance, in part or in full, a portfolio of new or existing loans that meet the eligibility criteria of OneMain Financial’s Social Bond Framework. Pending such allocation, the Company intends to use the net proceeds from this offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of August 19, 2024 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. Diamondback Energy, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:

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. ON Semiconductor Corporation, a Delaware corporation (the "COMPANY"), and Semiconductor Components Industries, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("SCI LLC," and together with the Company, the "ISSUERS"), propose, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PURCHASERS") U.S.$200,000,000 principal amount of their 12% Senior Secured Notes due 2010 ("OFFERED SECURITIES"), to be issued under an indenture, dated as of March 3, 2003 (the "INDENTURE"), among the Issuers, the subsidiaries of the Company listed on the signature pages hereof, as guarantors (collectively, the "GUARANTORS") and Xxxxx Fargo Bank Minnesota, National Association, as trustee (the "TRUSTEE"). The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers and the Guarantors will agree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Issuers' 12% Senior Secured Notes in a like aggregate principal amount as the Issuers issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Guarantees (as defined below) thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement...

Introductory. WuXi PharmaTech (Cayman) Inc., a company incorporated in the Cayman Islands with limited liability (“Company”), agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) to issue and sell to the several Underwriters 10,000,000 American depositary shares (“ADSs”), each ADS representing eight ordinary shares of the Company at par value US$0.02 per share (“Ordinary Shares”) and the shareholders listed in Schedule A hereto (“Selling Shareholders”) agree severally and not jointly to sell to the Underwriters an aggregate of 3,188,979 ADSs (such 13,188,979 ADSs being hereinafter referred to as the “Firm Securities”). The Company also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,978,347 ADSs (“Optional Securities”). The Firm Securities and the Optional Securities, including in each case, the underlying Ordinary Shares, are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 659,448 ADSs, for sale to the Company’s directors, 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 Final Prospectus. The Offered Securities purchased by the Underwriters will be evidenced by American depositary receipts (“ADRs”) to be issued pursuant to a deposit agreement dated as of [DATE], 2007 (the “Deposit Agreement”), to be entered into among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of the ADRs. Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities Inc. shall act as the representatives (the “Representatives”) of the Underwriters.

Introductory. VisionChina Media Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the Underwriters 1,000,000 American Depositary Shares (the “ADSs”), each ADS representing one of the Company’s common shares, par value $0.0001 per share (“Common Shares”) of the Company and the shareholders of the Company named in Schedule B hereto (the “Selling Shareholders”) agree with the Underwriters to sell, severally and not jointly, to the Underwriters, an aggregate of 7,000,000 ADSs representing 7,000,000 Common Shares. The aggregate of 8,000,000 ADSs representing 8,000,000 Common Shares to be sold by the Company and the Selling Shareholders is herein called the “Firm Securities”. The Company also proposes to issue and sell and the Selling Shareholders also propose to sell, severally and not jointly, to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,200,000 additional ADSs representing 1,200,000 Common Shares (the “Optional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Common Shares represented by the Firm Securities are herein called the “Firm Shares” and the Common Shares represented by the Optional Securities are herein called the “Optional Shares”, and the Firm Shares and the Optional Shares are herein collectively called the “Offered Shares”. The ADSs are to be issued pursuant to a deposit agreement dated as of December 6, 2007 (the “Deposit Agreement”), entered into among the Company, The Bank of New York, as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one Common Share deposited pursuant to the Deposit Agreement.

Introductory. Horizon Pharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [ ] shares of its common stock, par value $0.0001 per share (the “Shares). The [ ] 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 [ ] Shares as provided in Section 2. The additional [ ] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”), Xxxxx and Company, LLC (“Cowen”) and JMP Securities LLC (“JMP”) 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. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-168504), 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 was declared effective by the Commission 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 called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus dated [ ], 2011 describing the Offered Shares and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other preliminary prospectus that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below) is called a “preliminary prospectus.” The prospectus, in the form

Introductory. The stockholders of TechTarget, Inc., a Delaware corporation (the “Company”) named in Schedule B (collectively, the “Selling Stockholders”) severally, and not jointly, propose to sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). The 5,000,000 Shares to be sold by the Selling Stockholders are called the “Firm Shares.” In addition, the Selling Stockholders have severally, and not jointly, granted to the Underwriters an option to purchase up to an additional 750,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 750,000 Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-181187, including a base prospectus (the “Base 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 all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(...