Introductory Sample Clauses

Introductory. YM BioSciences Inc. (the “Company”), a corporation continued under the Nova Scotia Companies Act (the “NSCA”), proposes to sell to certain purchasers (each a “Purchaser” and, collectively, the “Purchasers”), pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and, with respect to Purchasers resident in the United States (each a “US Purchaser” and, collectively, the “US Purchasers”) the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”), up to an aggregate of 14,583,000 units (the “Units”) with each Unit consisting of (i) one common share (a “Share” and, collectively, the “Shares”), without nominal or par value (the “Common Shares”), of the Company and (ii) one-half of one common share purchase warrant (a “Warrant” and, collectively, the “Warrants”). Each whole Warrant will entitle the holder to purchase one (1) Common Share at an exercise price of US$1.60 per Common Share (subject to adjustment). The Warrants shall be in substantially the form of Exhibit B attached hereto. The Units will not be issued or certificated. The Shares and the Warrants are immediately separable and will be issued separately. The Common Shares issuable upon the exercise of the Warrants are hereinafter referred to as the “Warrant Shares.” The Shares, the Warrants and the Warrant Shares are hereinafter collectively referred to as the “Offered Securities.” The Company hereby confirms its agreement with Xxxx Capital Partners, LLC (“Xxxx”), Xxxxxxx Securities, Inc. (“Xxxxxxx” and, together with Xxxx, the “US Placement Agents”), Xxxxx Xxxxxx & Co. Inc. (“Xxxxx Xxxxxx”) and Xxxxxxx Securities Inc. (“Xxxxxxx” and, together with Xxxxx Xxxxxx, the “Canadian Placement Agents”) (collectively, the “Placement Agents”).

Introductory. BMW Auto Leasing LLC (the “Depositor”) proposes to cause BMW Vehicle Lease Trust 2012-1 (the “Trust”) to issue and sell $220,000,000 principal amount of its 0.32532% Class A-1 Notes (the “Class A-1 Notes”), $353,000,000 principal amount of its 0.59% Class A-2 Notes (the “Class A-2 Notes”), $340,000,000 principal amount of its 0.75% Class A-3 Notes (the “Class A-3 Notes”), and $87,000,000 principal amount of its 0.93% Class A-4 Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”) to the several underwriters set forth on Schedule I (each, an “Underwriter”), for whom X.X. Xxxxxx Securities LLC is acting as representative (the “Representative”) pursuant to the terms of this underwriting agreement dated April 18, 2012 by and among the Depositor, BMW Financial Services NA, LLC (“BMW Financial Services”) and X.X. Xxxxxx Securities LLC, on behalf of itself and as Representative for the several Underwriters (this “Agreement”). The Notes will be issued pursuant to an Indenture, dated as of the Closing Date (as defined below) (the “Closing Date”) (the “Indenture”), between the Trust and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Trust will include, among other things, lease payments generated by a portfolio of retail lease contracts and the proceeds from the sale of the motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contracts, and certain monies received thereunder after the close of business on February 29, 2012 (the “Cutoff Date”). The Depositor was formed pursuant to a limited liability company agreement, dated as of August 4, 2000 (the “Depositor LLC Agreement”), among BMW Financial Services, as the primary member (in such capacity, the “Depositor Member”), and BMW FS Receivables Corp., a Delaware corporation, as the second member. BMW Financial Services was formed pursuant to a limited liability company agreement, dated as of May 1, 2000 (the “BMW FS LLC Agreement”), entered into by BMW of North America, Inc., as sole member. Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue Asset Backed Certificates (the “Certificates” and together with the Notes, the “Securities”). The Certificates will be issued pursuant to an amended and restated trust agreement, dated as of the Closing Date (the “Trust Agreement”), betwe...

Introductory. Daimler Trust Leasing LLC, a Delaware limited liability company (the “Depositor”), proposes to cause Mercedes-Benz Auto Lease Trust 2016-B (the “Issuing Entity”) to issue $220,000,000 principal amount of Class A-1 0.75000% Asset Backed Notes (the “Class A-1 Notes”), $407,000,000 principal amount of Class A-2 1.15% Asset Backed Notes (the “Class A-2 Notes”), $315,000,000 principal amount of Class A-3 1.35% Asset Backed Notes (the “Class A-3 Notes”) and $95,160,000 principal amount of Class A-4 1.52% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of October 1, 2016, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 2016-B Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), dated October 1, 2016, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue asset backed certificates (the “Certificates”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor.

Introductory. NavSight Holdings, Inc., a Delaware corporation (the “Company”), agrees with the underwriter named in Schedule I hereto (the “Underwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the Underwriter 20,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than 3,000,000 additional units of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 to this agreement (this “Agreement”). Each unit (the “Unit(s)”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (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 (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on 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. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combinatio...

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. 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(...

Introductory. LF Capital Acquisition Corp. II, 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 22,500,000 units of the Company (the “Units”). The 22,500,000 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 3,375,000 Units as provided in Section 2. The additional 3,375,000 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.” Jxxxxxxxx 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 hereto, 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 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 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 or, if such date is not a business day, the following business day (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 by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on 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. No fractional Public Warrants will be i...

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. PlayAGS, Inc., a Nevada corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters [●] shares of its common stock ; par value $0.01 per share (the “Securities”) (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional shares of its Securities (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Representatives agree that up to [ ]1 shares of the Firm Securities to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Directed Share Program shall be administered by Fidelity Capital Markets, a division of National Financial Services LLC (“Fidelity”), at the direction of the Company, at the public offering price. To the extent that the Directed Shares are not confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The Company intends to use the net proceeds from the Offered Securities to fund the redemption (the “Redemption”) of the Company’s 11.25% Senior Secured PIK Notes due 2024 (the “Existing PIK Notes”) then outstanding and to pay related fees and expenses. Any remaining net proceeds will be used for general corporate purposes.

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Barclays Capital Inc. (“Barclays”), SG Americas Securities, LLC (“SG”) 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 $500,000,000 aggregate principal amount of the Company’s 9.000% Senior Notes due 2029 (the “Securities”). The Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Barclays and SG have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Company intends to use the proceeds from the offering for general corporate purposes, which may include debt repurchases and 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 June 22, 2023 (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: