EX-1.1 2 a2231248zex-1_1.htm EX-1.1 Talend S.A. Ordinary Shares, in the form of American Depositary Shares Underwriting Agreement Goldman, Sachs & Co. Barclays Capital Inc., As representatives of the several Underwriters named in Schedule I hereto c/o...Underwriting Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 Jurisdiction
Underwriting AgreementUnderwriting Agreement • March 9th, 2018 • Talend SA • Services-prepackaged software • New York
Contract Type FiledMarch 9th, 2018 Company Industry JurisdictionThe selling shareholders named in Schedule II hereto (the “Selling Shareholders”) of Talend S.A., a société anonyme organized under the laws of France (the “Company”), acting severally and not jointly, propose, subject to the terms and conditions stated herein, to conduct a public offering in the United States and, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”), an aggregate of 3,916,474 ordinary shares of the Company to be delivered in the form of 3,916,474 American Depositary Shares (“ADSs”) each representing one of the Company’s ordinary shares, nominal value €0.08 per share. The aggregate of 3,916,474 ordinary shares in the form of 3,916,474 ADSs to be sold by the Selling Shareholders are herein called the “Shares”.
Athene Holding Ltd. Class A Common Shares (Par Value $0.001 Per Common Share)Underwriting Agreement • May 22nd, 2017
Contract Type FiledMay 22nd, 2017The shareholders named in Schedule II hereto (the “Selling Shareholders”) of Athene Holding Ltd., an exempted company organized under the laws of Bermuda (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and [•] are acting as representatives (the “Representatives”), an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares, of Class A common shares, par value $0.001 per common share of the Company (“Stock”). The aggregate of [•] shares of Stock to be sold by the Selling Shareholders is herein called the “Firm Shares,” and the aggregate of [•] additional shares of Stock to be sold by the Selling Shareholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
Underwriting AgreementUnderwriting Agreement • March 13th, 2017 • Talend SA • Services-prepackaged software • New York
Contract Type FiledMarch 13th, 2017 Company Industry JurisdictionThe selling shareholders named in Schedule II hereto (the “Selling Shareholders”) of Talend S.A., a société anonyme organized under the laws of France (the “Company”), acting severally and not jointly, propose, subject to the terms and conditions stated herein, to conduct a public offering in the United States and, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., J.P. Morgan Securities LLC and Barclays Capital Inc. are acting as representatives (the “Representatives”), an aggregate of [ ] ordinary shares of the Company to be delivered in the form of [ ] American Depositary Shares (“ADSs”) each representing one of the Company’s ordinary shares, nominal value €0.08 per share. At the election of the Underwriters, the Selling Shareholders propose, subject to the terms and conditions stated herein, to sell to the several Underwriters an aggregate of [ ] ordinary shares of the Company to be delivered in the form of [ ] ADSs.
Underwriting AgreementUnderwriting Agreement • August 12th, 2016 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledAugust 12th, 2016 Company Industry JurisdictionBain Capital Everest Manager Holding SCA, a Luxembourg partnership limited by shares (société en commandite par actions), having its registered office located at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel and registered with the Luxembourg register of commerce and companies (“RCS”) under number B 153.537 (the “Selling Shareholder”) proposes, subject to the terms and conditions stated herein, to sell to Morgan Stanley & Co. LLC and Jefferies LLC (together, the “Underwriters”) an aggregate of 8,000,000 ordinary shares (the “Shares”), nominal value $0.01 per ordinary share (“Ordinary Shares”), of Trinseo S.A., a Luxembourg public limited liability company (société anonyme), having its registered office located at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel and registered with the RCS under number B 153.459 (the “Company”).
Underwriting AgreementUnderwriting Agreement • July 25th, 2016 • Talend SA • Services-prepackaged software • New York
Contract Type FiledJuly 25th, 2016 Company Industry JurisdictionTalend S.A., a société anonyme organized under the laws of France (the “Company”), proposes, subject to the terms and conditions stated herein, to conduct a public offering in the United States and, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., J.P. Morgan Securities LLC and Barclays Capital Inc. are acting as representatives (the “Representatives”), an aggregate of [·] ordinary shares of the Company (the “Underlying Shares”) to be delivered in the form of [·] American Depositary Shares (“ADSs”) each representing one of the Company’s ordinary shares, nominal value €0.08 per share (the “Firm ADSs”) and, at the election of the Underwriters, the Company and the shareholder of the Company named in Schedule II hereto (the “Selling Shareholder”), a French innovation-focused venture fund (fonds commun de placement dans l’innovation), managed by Idinvest Partners (the “Management Company”), a French portfolio manag
Underwriting AgreementUnderwriting Agreement • May 26th, 2015 • DAVIDsTEA Inc. • Retail-food stores • New York
Contract Type FiledMay 26th, 2015 Company Industry JurisdictionDAVIDsTEA Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] common shares, no par value per share (“Common Shares”), of the Company and, at the election of the Underwriters, up to an additional [ ] additional Common Shares, and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] Common Shares and, at the election of the Underwriters, up to [ ] additional Common Shares. The aggregate of [ ] Common Shares to be sold by the Company and the Selling Shareholders is herein called the “Firm Shares” and the aggregate of up to [ ] additional Common Shares to be sold by the Compa
•] Ordinary B Shares Underwriting AgreementUnderwriting Agreement • February 24th, 2014 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies • New York
Contract Type FiledFebruary 24th, 2014 Company Industry Jurisdiction(“Lumenis”) announced today that Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Jefferies LLC, [the joint book-running managers] in the recent public sale of of the Company’s ordinary B shares, are [waiving] [releasing] a lock-up restriction with respect to of the Company’s ordinary [B] shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 [, the ordinary shares will be reclassified as ordinary B shares as a result of the [waiver] [release]], and the shares may be sold on or after such date. [As a result of the [waiver] [release], an equivalent, pro-rata percentage of the ordinary shares held by all shareholders of Lumenis will be reclassified as tradable ordinary B shares.]
Constellium N.V. Class A Ordinary Shares, nominal value €0.02 per share Form of Underwriting AgreementUnderwriting Agreement • January 27th, 2014 • Constellium N.V. • Secondary smelting & refining of nonferrous metals • New York
Contract Type FiledJanuary 27th, 2014 Company Industry JurisdictionThe shareholder named in Schedule II hereto (the “Selling Shareholder”) of Constellium N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands (the “Company”), propose, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] of the Company’s Class A Ordinary Shares, nominal value €0.02 per share (the “Ordinary Shares”) [, and, at the election of the Underwriters, up to [ ] additional Ordinary Shares held by the Selling Shareholder (the “offering”). The aggregate of [ ] Ordinary Shares to be sold by the Selling Shareholder are herein called the “Firm Shares” and the aggregate of [ ] additional Ordinary Shares to be sold by the Selling Shareholder at the election of the Underwriters on the terms set forth herein are herein called
Constellium N.V. Class A Ordinary Shares, nominal value €0.02 per share Form of Underwriting AgreementUnderwriting Agreement • December 6th, 2013 • Constellium N.V. • Secondary smelting & refining of nonferrous metals • New York
Contract Type FiledDecember 6th, 2013 Company Industry JurisdictionThe shareholder named in Schedule II hereto (the “Selling Shareholder”) of Constellium N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands (the “Company”), propose, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] of the Company’s Class A Ordinary Shares, nominal value €0.02 per share (the “Ordinary Shares”), and, at the election of the Underwriters, up to [ ] additional Ordinary Shares held by the Selling Shareholder (the “offering”). The aggregate of [ ] Ordinary Shares to be sold by the Selling Shareholder are herein called the “Firm Shares” and the aggregate of [ ] additional Ordinary Shares to be sold by the Selling Shareholder at the election of the Underwriters on the terms set forth herein are herein called t