Unitil Corp Sample Contracts

ARTICLE 3 ARTICLES OF INCORPORATION AND BYLAWS
Merger Agreement • August 30th, 2002 • Unitil Corp • Electric & other services combined • New Hampshire
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Unitil Corporation 800,000 Shares Common Stock (No Par Value) Underwriting Agreement
Underwriting Agreement • August 5th, 2021 • Unitil Corp • Electric & other services combined • New York

Unitil Corporation, a New Hampshire corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 800,000 shares (the “Firm Securities”) of the Company’s common stock, no par value (“Common Stock”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell to the Underwriters, at the Underwriters’ option, an aggregate of up to 120,000 additional shares of Common Stock (the “Option Securities”) as set forth below.

LEBOUEF, LAMB, GREENE & MACRAE L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Not Specified • October 17th, 2003 • Unitil Corp • Electric & other services combined
Twelfth Supplemental Indenture Unitil Energy Systems, Inc. (successor to Concord Electric Company)
Twelfth Supplemental Indenture • March 28th, 2003 • Unitil Corp • Electric & other services combined • New Hampshire
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 25, 2018 among UNITIL CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and Lender; CITIZENS BANK, N.A., as Syndication Agent and Lender and The Other Lenders Party...
Credit Agreement • July 31st, 2018 • Unitil Corp • Electric & other services combined • Massachusetts

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 25, 2018 among UNITIL CORPORATION, a New Hampshire corporation (“Borrower”), each lender whose name appears on the signature page hereof or otherwise becomes party hereto (collectively, “Lenders” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Agent, L/C Issuer and Lender amends and restates in its entirety that certain Amended and Restated Credit Agreement dated as of October 4, 2013 (as amended, the “Existing Credit Agreement”) among the Borrower, the lenders party thereto and Bank of America, N.A. as administrative agent.

EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2024 • Unitil Corp • Electric & other services combined • New Hampshire

AGREEMENT (the “Agreement”), effective as of April 25, 2024 (the “Commencement Date”), by and between UNITIL CORPORATION, a New Hampshire corporation (the “Company”), and THOMAS P. MEISSNER, JR. (the “Executive”).

UNITIL CORPORATION SEVERANCE AGREEMENT
Severance Agreement • August 4th, 2020 • Unitil Corp • Electric & other services combined • New Hampshire

THIS AGREEMENT, dated this 29th day of July, 2020 made effective as of the date on which a Change in Control (as defined in paragraph 2) occurs, by and among Unitil Corporation (“Unitil”), a New Hampshire corporation, Unitil Service Corp., a New Hampshire corporation and a wholly-owned subsidiary of Unitil (“Subsidiary”) (Unitil and Subsidiary are herein referred to collectively as the “Company”) and Robert B. Hevert (the “Employee”).

CREDIT AGREEMENT dated as of December 1, 2008 among UNITIL CORPORATION The Lenders Party Hereto and ROYAL BANK OF CANADA, as Administrative Agent RBC CAPITAL MARKETS, as Sole Bookrunner and Sole Lead Arranger
Credit Agreement • December 3rd, 2008 • Unitil Corp • Electric & other services combined • New York

CREDIT AGREEMENT dated as of December 1, 2008, among UNITIL CORPORATION, the LENDERS party hereto, and ROYAL BANK OF CANADA, as Administrative Agent.

520,000 Shares1 Unitil Corporation Common Stock (No Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • October 7th, 2003 • Unitil Corp • Electric & other services combined • New York

Unitil Corporation, a New Hampshire corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 520,000 shares of the Company’s common stock (the “Common Stock”), no par value (the “Firm Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option, an aggregate of up to 78,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.

UNITIL CORPORATION $20,000,000 5.99% Senior Notes, Series 2024, due August 21, 2034 NOTE PURCHASE AGREEMENT Dated as of August 21, 2024
Note Purchase Agreement • August 27th, 2024 • Unitil Corp • Electric & other services combined • New York

Unitil Corporation, a New Hampshire corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

Contract
Senior Note Agreement • August 2nd, 2016 • Unitil Corp • Electric & other services combined

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.

Unitil Corporation 600,000 Shares Common Stock (No Par Value) Underwriting Agreement
Underwriting Agreement • December 13th, 2017 • Unitil Corp • Electric & other services combined • New York

The following letter is be provided by special counsel to the Company, subject to customary assumptions, limitations and qualifications. All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Underwriting Agreement.

Unitil Corporation 10b5-1 Plan Agreement
10b5-1 Plan Agreement • May 3rd, 2022 • Unitil Corp • Electric & other services combined
Unitil Corporation 10b5-1 Plan Agreement
10b5-1 Plan Agreement • March 26th, 2012 • Unitil Corp • Electric & other services combined
CREDIT AGREEMENT Dated as of November 26, 2008 among UNITIL CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and Lender and The Other Lenders Party Hereto
Credit Agreement • October 14th, 2010 • Unitil Corp • Electric & other services combined • Massachusetts

CREDIT AGREEMENT (this “Agreement”) is entered into as of November 26, 2008, among UNITIL CORPORATION, a New Hampshire corporation (“Borrower”), each lender whose name appears on the signature page hereof or otherwise becomes party hereto (collectively, “Lenders” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Lender.

Unitil Corporation 10b5-1 Plan Agreement
10b5-1 Plan Agreement • May 1st, 2018 • Unitil Corp • Electric & other services combined
NORTHERN UTILITIES, INC. $25,000,000 5.29% Senior Notes due March 2, 2020 NOTE PURCHASE AGREEMENT Dated as of March 2, 2010
Note Purchase Agreement • March 8th, 2010 • Unitil Corp • Electric & other services combined • New York

Northern Utilities, Inc., a New Hampshire corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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2,400,000 Shares Unitil Corporation Common Stock (No Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • May 14th, 2012 • Unitil Corp • Electric & other services combined • New York

Unitil Corporation, a New Hampshire corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 2,400,000 shares (the “Firm Securities”) of the Company’s common stock, no par value (“Common Stock”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell to the Underwriters, at the Underwriters’ option, an aggregate of up to 360,000 additional shares of Common Stock (the “Option Securities”) as set forth below.

SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • October 14th, 2010 • Unitil Corp • Electric & other services combined

This Second Amendment Agreement (this “Agreement” or the “Second Amendment”) is entered into as of the 16th day of March, 2009 by and among UNITIL CORPORATION, a New Hampshire corporation (the “Borrower”), each lender whose name appears on the signature page hereof (collectively the “Lenders” and each individually a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent and a Lender.

AMENDED AND RESTATED NOTE
Amended and Restated Note • July 31st, 2018 • Unitil Corp • Electric & other services combined • New Hampshire

or, if less, the principal amount of, and interest accrued on, each Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among UNITIL CORPORATION, a New Hampshire corporation, each lender whose name appears on the signature page thereof or otherwise becomes party thereto, and Bank of America, N.A., as Agent and L/C Issuer. This Amended and Restated Note is being executed and delivered by the Borrower pursuant to Section 2.10 of the Agreement.

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 9th, 2012 • Unitil Corp • Electric & other services combined • New Hampshire

This Restricted Stock Unit Agreement (the “Agreement”), dated as of , 20 , between Unitil Corporation (the “Company”) and , a director of the Company (the “Director”).

UNITIL ENERGY SYSTEMS, INC. $15,000,000 AGGREGATE PRINCIPAL AMOUNT OF FIRST MORTGAGE BONDS, SERIES P, DUE MARCH 2, 2020 BOND PURCHASE AGREEMENT DATED AS OF MARCH 2, 2010
Bond Purchase Agreement • March 8th, 2010 • Unitil Corp • Electric & other services combined • New York

Unitil Energy Systems, Inc. (the “Company”), a New Hampshire corporation, agrees with the Purchasers named on Schedule I of this Agreement (the “Purchasers”) as follows:

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 9th, 2012 • Unitil Corp • Electric & other services combined • New Hampshire

This Restricted Stock Agreement (the “Agreement”), dated as of , 20 , between Unitil Corporation (the “Company”) and , an employee of the Company (the “Employee”).

Contract
Senior Note Agreement • August 27th, 2024 • Unitil Corp • Electric & other services combined

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.

UNITIL CORPORATION
Cash Pooling and Loan Agreement • March 28th, 2003 • Unitil Corp • Electric & other services combined
AMENDMENT AGREEMENT
Amendment Agreement • October 14th, 2010 • Unitil Corp • Electric & other services combined

This Amendment Agreement (“Agreement”) is entered into as of the 2nd day of January, 2009 by and among UNITIL CORPORATION, a New Hampshire corporation (the “Borrower”), each lender whose name appears on the signature page hereof (collectively the “Lenders” and each individually a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent and a Lender.

SECOND AMENDED AND RESTATED NOTE
Note • October 5th, 2022 • Unitil Corp • Electric & other services combined • New Hampshire

or, if less, the principal amount of, and interest accrued on, each Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among UNITIL CORPORATION, a New Hampshire corporation, each lender whose name appears on the signature page thereof or otherwise becomes party thereto, and Bank of America, N.A., as Agent, Swingline Lender, L/C Issuer and Lender. This Second Amended and Restated Note is being executed and delivered by the Borrower pursuant to Section 2.11 of the Agreement.

Unitil Corporation 10b5-1 Plan Agreement
10b5-1 Plan Agreement • May 1st, 2014 • Unitil Corp • Electric & other services combined
THIRD AMENDMENT AGREEMENT
Third Amendment Agreement • October 14th, 2010 • Unitil Corp • Electric & other services combined

This Third Amendment Agreement (this “Agreement” or the “Third Amendment”) is entered into as of the 13th day of October, 2009 by and among UNITIL CORPORATION, a New Hampshire corporation (the “Borrower”), each lender whose name appears on the signature page hereof (collectively the “Lenders” and each individually a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent and a Lender.

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