Appears in 1 contract

Samples: Purchase Agreement (Jaguar Mining Inc)

Appears in 1 contract

Samples: Purchase Agreement (Akoustis Technologies, Inc.)

Appears in 1 contract

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the ~~Final~~ Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, ~~any~~ trust indentures, to Xtract Research LLC ("“Xtract"”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to "“qualified institutional buyers" ” as defined in Rule 144A under the Securities Act. 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, ~~JAGUAR MINING INC. By~~Lexicon Pharmaceuticals, Inc. By /s/ Xxxxxx Xxxxx Name: ~~(signed)~~ Xxxxxx ~~X. Xxxxxxx~~ Xxxxx Title: President ~~and~~ & CEO Accepted: ~~September 10~~As of the date first written above X.X. Xxxxxx Securities LLC Xxxxxxx, ~~2009 X.X. XXXXXX SECURITIES INC.~~ Sachs & Co. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By: ~~(signed) Xxxxxxx X'Xxxxxxx~~ X.X. Xxxxxx Securities LLC By: /s/ Xxx Xxx Name: Xxx Xxx Title: Vice President By: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director ~~Initial Purchaser Principal Amount~~ X.X. Xxxxxx Securities ~~Inc. US$135,000,000 Xxxxxxxxx~~ LLC $ 44,000,000.00 $ 8,250,000.00 $ 52,250,000.00 Xxxxxxx, Sachs & ~~Company, Inc. 15,000,000 Mineração Xxxxxx do Oeste, Ltda. (Jaguar ownership = 99.999%) Mineração Turmalina Ltda. (Jaguar ownership = 99.998%)~~Co. 36,000,000.00 6,750,000.00 42,750,000.00 Total: $ 80,000,000.00 $ 15,000,000.00 $ 95,000,000.00 a. ~~Term sheet containing the terms~~ Time of ~~the Securities, substantially in the form of Annex B.~~Sale Information PRICING TERM SHEET STRICTLY CONFIDENTIAL

Appears in 1 contract

Samples: Purchase Agreement (Lexicon Pharmaceuticals, Inc./De)

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, ~~any trust indentures~~the Indenture, to Xtract Research LLC ("“Xtract"”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to "“qualified institutional buyers" ” as defined in Rule 144A under the Securities Act. 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, ~~JAGUAR MINING~~ GOGO INC. By: ~~(signed) Xxxxxx X. Xxxxxxx Title:~~ /s/ Xxxxx Xxxxx Xxxxx Xxxxx Executive Vice President and ~~CEO Accepted: September 10, 2009 X.X. XXXXXX SECURITIES INC. For~~ Chief Financial Officer Accepted as of the date first written above Each for itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. ~~By: (signed)~~ X.X. XXXXXX SECURITIES LLC By /s/ Xxxxxxx ~~X'Xxxxxxx Title: Managing Director~~ Xxxxxxxxxxx Authorized Signatory XXXXXX XXXXXXX & CO. LLC By /s/ Xxxxx Xxxxx Authorized Signatory Initial Purchaser Principal Amount X.X. Xxxxxx Securities ~~Inc. US$135,000,000 Xxxxxxxxx~~ LLC $ 107,422,000 Xxxxxx Xxxxxxx & Co. LLC 85,237,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4,671,000 Xxxxxxx Xxxxx & Company, ~~Inc. 15,000,000 Mineração~~ L.L.C. 4,670,000 Total $ 202,000,000 Shareholders, Officers and Directors of the Company Subject to Lock-up Agreements Xxxxx Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxx ~~do Oeste~~X. Xxxxxxxx Xxxx Xxxx Xxxxxxxx X. Xxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx X. Xxxxx Oakleigh Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. XxXxx Xxxx X. Xxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Thorndale Farm Gogo, ~~Ltda. (Jaguar ownership = 99.999%) Mineração Turmalina Ltda. (Jaguar ownership = 99.998%)~~LLC OAP, LLC Option 1, LLC Oakleigh Xxxxxx GST a. ~~Term sheet containing~~ Time of Sale Information 1. The Company (a) is validly existing and in good standing under the laws of the State of Delaware and (b) has the corporate power and authority to conduct its business as described in the Time of Sale Information and the Offering Memorandum. 2. The Company has the corporate power and authority to execute, deliver and perform its obligations under the Purchase Agreement, the Indenture and the Securities. 3. The Purchase Agreement has been duly authorized, executed and delivered by or on behalf of the Company. 4. The Indenture has been duly authorized, executed and delivered by or on behalf of the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. 5. The Securities have been duly authorized and executed by or on behalf of the Company, and, when issued and authenticated on behalf of the Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers today in accordance with the terms of the Purchase Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture. 6. The statements in the Time of Sale Information and the Offering Memorandum, insofar as such statements purport to summarize the terms of the Company’s common stock, under the heading “Description of common stock,” are accurate in all material respects. 7. The statements in the Time of Sale Information and the Offering Memorandum under the heading “Description of notes,” insofar as such statements purport to summarize certain provisions of the Indenture and the Securities, ~~substantially~~ are accurate in all material respects. 8. The statements in the ~~form~~ Time of ~~Annex B.~~Sale Information and the Offering Memorandum under the heading “Description of forward stock purchase transactions,” insofar as such statements purport to summarize certain provisions of the forward stock purchase transactions, are accurate in all material respects. 9. The shares of common stock issuable upon conversion of the Securities in accordance with the terms of the Indenture have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action on the part of the Company and such shares, when issued upon such conversion in accordance with the terms of the Indenture and the Securities, will be validly issued, fully paid and non-assessable. The issuance of such shares of common stock upon conversion of the Securities is not subject to preemptive or similar subscription rights arising under the DGCL or the Third Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company. 10. To our knowledge, no consent or authorization of, approval by, notice to or filing with any United States Federal, New York State or (insofar as the DGCL is concerned) Delaware governmental authority is required under United States Federal or New York State statute, rule or regulation or the DGCL to be obtained or made on or prior to the date hereof by the Company for the execution and delivery by the Company of the Purchase Agreement, the Indenture and the Securities or the issuance and sale today by the Company of the Securities in accordance with the terms of the Purchase Agreement, except for any consents, authorizations, approvals, notices and filings that have been obtained or made and are in full force and effect and those consents, authorizations, approvals, notices and filings that, individually or in the aggregate, if not made, obtained or done would not to our knowledge have a Material Adverse Effect; provided that we express no opinion in this paragraph 10 with respect to United States Federal or state securities laws. 11. The execution and delivery by the Company of the Purchase Agreement and the Indenture did not, the execution and delivery by the Company of the Indenture will not, and the issuance and sale today by the Company of the Securities in accordance with the terms of the Indenture and the Purchase Agreement will not violate (a) the Third Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of the Company, (b) any United States Federal or New York State law, rule or regulation known to us to be applicable to the Company or the DGCL, (c) any existing judgment, order or decree known to us of any United States Federal, New York State or (insofar as the DGCL is concerned) Delaware court or other governmental authority known by us to be binding upon the Company or (d) any contract listed in Schedule B hereto; except, in the case of clauses (b), (c) and (d), for such violations that to our knowledge would not have a Material Adverse Effect; provided that we express no opinion in this paragraph 11 with respect to United States Federal or state securities laws. 12. The Company is not, and, on the date hereof after giving effect to the offering and sale of the Securities in the manner contemplated in the Purchase Agreement and the Offering Memorandum, will not be, required to be registered as an “investment company,” as defined in the Investment Company Act of 1940, as amended. 13. Subject to the assumptions, qualifications and limitations set forth in each of the Time of Sale Information and the Offering Memorandum, the statements of United States Federal income tax law under the heading “Certain U.S. federal income tax considerations” in the Time of Sale Information and the Offering Memorandum, as they relate to the Securities, are accurate in all material respects. 14. It is not necessary, in connection with the offer, sale and delivery of the Securities by the Company to the Initial Purchasers and the initial resale of the Securities by the Initial Purchasers to the subsequent purchasers, in accordance with the Purchase Agreement and in the manner contemplated by the Purchase Agreement and the Offering Memorandum, to register the Securities under the U.S. Securities Act of 1933, as amended, or to qualify the Indenture under the Trust Indenture Act of 1939, as amended. We express no opinion as to any subsequent resale of any Security. On the basis of the foregoing, we advise you that no facts have come to our attention that have caused us to believe that (a) the Time of Sale Information, as of 6:00 p.m. New York City time on November 16, 2018, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (b) the Offering Memorandum, as of the date of the Offering Memorandum and as of the date and time of the delivery of this letter, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that in each case we express no belief as to (1) the financial statements, the related notes and schedules, and other financial and accounting data or information contained in or omitted from the Time of Sale Information or the Offering Memorandum or (2) the report of management’s assessment of the effectiveness of internal control over financial reporting or the auditor’s attestation report on internal control over financial reporting contained in the Time of Sale Information or the Offering Memorandum. 1. Each of AC BidCo LLC, Gogo LLC, Gogo Business Aviation LLC, Gogo Intermediate Holdings LLC and Gogo International Holdings LLC (the “Covered Subsidiaries”) is validly existing and in good standing under the laws of the State of Delaware. Each of the Covered Subsidiaries has the limited liability power and authority to conduct its business as described in the Time of Sale Information and the Offering Memorandum. (a) The Company’s subsidiary AC BidCo LLC holds the 800 MHz Commercial Aviation Air-Ground Radiotelephone Service authorizations and the Earth Stations Aboard Aircraft authorization, and Gogo Business Aviation LLC, an additional subsidiary of the Company, holds the International Section 214 authorization, each identified on Schedule 3 hereto (the “FCC Licenses”). Except as set forth on Schedule 3 hereto or as disclosed in the Preliminary Offering Memorandum or the Offering Memorandum, the FCC Licenses are in full force and effect, as defined below, until the expiration dates specified in Schedule 3. AC BidCo or other subsidiaries of the Company hold the experimental authorization, two fixed satellite earth station licenses, aircraft licenses and microwave industrial/business pool authorizations identified on Schedule 4 hereto (collectively, the “Other Licenses”). Except as set forth on Schedule 4 hereto or as disclosed in the Preliminary Offering Memorandum or the Offering Memorandum, the Other Licenses are in full force and effect, as defined below, until the expiration dates specified in Schedule 4. (b) The FCC Licenses are not subject to any conditions or requirements other than conditions or requirements that appear on the face of the FCC Licenses or that are set forth in the FCC’s rules, regulations, orders and policies that are applicable to such licenses. (c) One of the FCC Licenses, WQFX728, includes a construction requirement (a showing of “substantial service” pursuant to 47 C.F.R. § 22.873) which was required to be made by October 31, 2011. AC BidCo filed a substantial service showing on December 11, 2008, which was accepted by the FCC on April 6, 2009. (d) Based upon our FCC Public Files Examination, no judgment, decree, order or notice has been issued by the FCC which permits, or after notice or lapse of time or both, would permit, revocation, nonrenewal or termination of the FCC Licenses or the Other Licenses prior to the expiration date thereof, or which results or would result in any other material impairment of any rights thereunder, except as set forth in Schedule 4 hereto. Based upon our FCC Public Files Examination, no notice of violation or adverse order, or, to our knowledge, any unresolved objection, petition to deny or opposition has been issued by or filed with the FCC in connection with the FCC Licenses or the Other Licenses. (e) No consent, approval or authorization by or filing with the FCC is required to be obtained or made by the Company or its subsidiaries listed on Schedule 3 or Schedule 4 hereto as holding the FCC Licenses or the Other Licenses (the “FCC Subsidiaries”) in connection with the execution, delivery and performance by the Company of the Agreement and the Notes Documents. The execution and delivery of the Agreement and the Notes Documents by the Company and the performance of the Agreement and the Notes Documents by the Company do not violate any applicable provision of the Communications Act or the FCC Rules, the FCC Licenses or the Other Licenses or to our knowledge any judgment, order or decree of the FCC to which the Company or any of the FCC Subsidiaries is a party. (f) Except as set forth on Schedule 5 hereto, the statements incorporated into the Preliminary Offering Memorandum and the Offering Memorandum from the Form 10-K discussing regulation by the FCC under the captions “Risk Factors—Risks Related to Our Technology and Intellectual Property and Regulation” and “Business—Licenses and Regulation,” insofar as such statements purport to summarize applicable provisions of the Communications Act, the FCC Rules or the FCC Licenses or the Other Licenses, are accurate in all material respects.

Appears in 1 contract

Samples: Purchase Agreement (Gogo Inc.)

Common use of Xtract Research LLC Clause in Contracts