Common Contracts

49 similar Underwriting Agreement contracts by Blackstone Mortgage Trust, Inc., SNAP-ON Inc, Armstrong World Industries Inc, others

Coty Inc. 33,000,000 Shares Class A Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • October 2nd, 2023 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
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Ingersoll Rand Inc. 5.400% Senior Notes due 2028 5.700% Senior Notes due 2033 Underwriting Agreement
Underwriting Agreement • August 14th, 2023 • Ingersoll Rand Inc. • General industrial machinery & equipment • New York
Blackstone Mortgage Trust, Inc. 10,000,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • November 23rd, 2021 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

Blackstone Mortgage Trust, Inc. 10,000,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • September 14th, 2021 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

SPIRIT AIRLINES, INC.
Underwriting Agreement • April 30th, 2021 • Spirit Airlines, Inc. • Air transportation, scheduled • New York

Spirit Airlines, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $440,000,000 principal amount of its 1.00% Convertible Senior Notes due 2026 (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to $60,000,000 additional principal amount of its 1.00% Convertible Senior Notes due 2026 solely to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The Securities are convertible into cash, or a combination of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and cash, at the Company’s election, based on the conversion rate set forth in the Indenture referred to in the next sentence. The Securities are to be issued under an

Blackstone Mortgage Trust, Inc. 10,000,000 Shares1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • June 11th, 2020 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

Snap-on Incorporated Underwriting Agreement
Underwriting Agreement • April 30th, 2020 • Snap-on Inc • Cutlery, handtools & general hardware • New York

Snap-on Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of January 8, 2007, between the Company and U.S. Bank National Association, a national banking corporation, as trustee (the “Trustee”).

AVANGRID, INC. $750,000,000 3.200% Notes due 2025 Underwriting Agreement
Underwriting Agreement • April 9th, 2020 • Avangrid, Inc. • Electric services • New York

The issuer has filed an automatic shelf registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) on May 6, 2019, which became effective upon filing, relating to the offering to which this communication relates. Before you invest, you should read the registration statement, prospectus, preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus and accompanying prospectus supplement, when available, may be obtained from BBVA Securities Inc. collect at 1-212-728-1500, BNP Paribas Securities Corp. toll-free at 1-800-854-5674, BofA Securities, Inc. toll-free at 1-800-294-1322 or MUFG Securities Americas Inc. toll-free at 1-877-649-6848.

Blackstone Mortgage Trust, Inc. 7,500,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • June 25th, 2019 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

Blackstone Mortgage Trust, Inc. 6,000,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • August 3rd, 2018 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

CIRCOR International, Inc. 3,283,424 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • June 13th, 2018 • Circor International Inc • Miscellaneous fabricated metal products • New York
Snap-on Incorporated Underwriting Agreement
Underwriting Agreement • February 26th, 2018 • SNAP-ON Inc • Cutlery, handtools & general hardware • New York

Snap-on Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of January 8, 2007, between the Company and U.S. Bank National Association, a national banking corporation, as trustee (the “Trustee”).

Blackstone Mortgage Trust, Inc. 10,800,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • December 5th, 2017 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

Hasbro, Inc. Underwriting Agreement
Underwriting Agreement • September 13th, 2017 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York

Hasbro, Inc., a corporation organized under the laws of the State of Rhode Island (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”), $500,000,000 aggregate principal amount of its 3.500% Notes due 2027 (the “Securities”), to be issued under an indenture, dated as of March 15, 2000 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), as supplemented by the fifth supplemental indenture, to be dated the Closing Date (as defined below) (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).

Eaton Vance Corp. Underwriting Agreement
Underwriting Agreement • April 5th, 2017 • Eaton Vance Corp • Investment advice • New York

Eaton Vance Corp., a corporation organized under the laws of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule II hereto (the “Securities”), to be issued under an indenture, dated as of October 2, 2007 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, to be dated as of the Closing Date (as defined herein), between the Company and the Trustee (together with the Base Indenture, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives, as used herein, shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any re

Snap-on Incorporated Underwriting Agreement
Underwriting Agreement • February 21st, 2017 • SNAP-ON Inc • Cutlery, handtools & general hardware • New York

Snap-on Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of January 8, 2007, between the Company and U.S. Bank National Association, a national banking corporation, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorpor

Genesee & Wyoming Inc. 4,000,000 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”)
Underwriting Agreement • December 19th, 2016 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York

Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”) proposes, subject to the terms and conditions stated herein, 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 4,000,000 shares of Class A common stock, $.01 par value (the “Class A Common Stock”), of the Company (such shares being hereinafter called the “Underwritten Securities”). The Company also proposes, subject to the terms and conditions stated herein, to grant to the Underwriters the option described in Section 2(b) hereof to purchase all or any part of 600,000 additional shares of Class A Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on

Comtech Telecommunications Corp. 7,145,000 Shares Common Stock ($0.10 par value) Underwriting Agreement
Underwriting Agreement • June 17th, 2016 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

Comtech Telecommunications Corp., a corporation organized under the laws of Delaware (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”), 7,145,000 shares of common stock, $0.10 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,071,750 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

AIRCASTLE LIMITED Underwriting Agreement
Underwriting Agreement • March 24th, 2016 • Aircastle LTD • Services-equipment rental & leasing, nec • New York

Aircastle Limited, a company incorporated under the laws of Bermuda (the “Company”), proposes to issue and sell to the several parties named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture, dated as of December 5, 2013 (the “Base Indenture”), as supplemented by the fourth supplemental indenture, to be dated as of March 24, 2016 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”) relating to the issuance of the Securities. To the extent that there are no additional parties listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or the plural as the co

Coca-Cola Bottling Co. Consolidated Underwriting Agreement
Underwriting Agreement • November 25th, 2015 • Coca Cola Bottling Co Consolidated /De/ • Bottled & canned soft drinks & carbonated waters • New York

Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $350,000,000 aggregate principal amount of its 3.800% Senior Notes due 2025 (the “Securities”). The Securities are to be issued pursuant to an indenture (the “Indenture”) dated as of July 20, 1994, as amended and supplemented, and restated by a supplemental indenture dated as of March 3, 1995, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule I hereto other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Pro

The Dun & Bradstreet Corporation Underwriting Agreement
Underwriting Agreement • June 12th, 2015 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York

The Dun & Bradstreet Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of March 14, 2006, between the Company and The Bank of New York Mellon, as trustee, as supplemented and amended by a first supplemental indenture thereto, dated as of December 3, 2012, as supplemented and amended by a second supplemental indenture thereto, to be dated as of the Closing Date (as defined below) (as so supplemented and amended, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as U

Blackstone Mortgage Trust, Inc. 10,000,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • June 5th, 2015 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

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Blackstone Mortgage Trust, Inc. 20,000,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • April 17th, 2015 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

Franklin Resources, Inc. Underwriting Agreement
Underwriting Agreement • March 30th, 2015 • Franklin Resources Inc • Investment advice • New York

Franklin Resources, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of May 19, 1994, between the Company and The Bank of New York Trust Company, N.A. as successor to Chemical Bank, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated October 9, 1996 and a fourth supplemental indenture to be dated as of March 30, 2015 (such indenture, as supplemented, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any

Blackstone Mortgage Trust, Inc. 8,000,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • April 7th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

Blackstone Mortgage Trust, Inc. 8,500,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • January 14th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

AMC Entertainment Holdings, Inc. [ ] Shares(1) Class A Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • December 3rd, 2013 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

AMC Entertainment Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of Class A common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the

WCI Communities, Inc. [ ] Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • July 24th, 2013 • WCI Communities, Inc. • Operative builders • New York

WCI Communities, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and

Blackstone Mortgage Trust, Inc. [ ] Shares 1 Class A Common Stock ($0.01 par value per share) Underwriting Agreement
Underwriting Agreement • May 22nd, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, $0.01 par value per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).

Genesee & Wyoming Inc. 3,500,000 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”)
Underwriting Agreement • September 19th, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York

Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”) and Mortimer B. Fuller III) (the “Selling Shareholder”) propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,500,000 shares of Class A common stock, $.01 par value (the “Class A Common Stock”), of the Company set forth in Schedule I hereto (said shares to be sold by the Company and the Selling Shareholder being hereinafter called the “Underwritten Securities”). The Company also proposes, subject to the terms and conditions stated herein, to grant to the Underwriters the option described in Section 2(b) hereof to purchase all or any part of 525,000 additional shares of Class A Common Stock to the extent that the Underwriters sell more than the Underwritten Securities (the “Option Securities”; th

Armstrong World Industries, Inc. Debt Underwriting Agreement Standard Provisions
Underwriting Agreement • February 27th, 2012 • Armstrong World Industries Inc • Plastics products, nec • New York

From time to time, Armstrong World Industries, Inc., a Pennsylvania corporation (the “Company”), and the Guarantors (as defined in Section 20 hereof) may enter into one or more underwriting agreements in the Form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) and that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the Underwriters named therein (the “Underwriters”), for whom the Underwriters named therein shall act as representatives (the “Representatives”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The Securities will be issued pursuant to an Indenture dated as of [—], 20[12] (the “Indenture”) between the Company, the Guarantors and [—], as trustee (the “Trustee”).

Armstrong World Industries, Inc. Equity Underwriting Agreement Standard Provisions
Underwriting Agreement • February 27th, 2012 • Armstrong World Industries Inc • Plastics products, nec • New York

From time to time, Armstrong World Industries, Inc., a Pennsylvania corporation (the “Company”), may enter into one or more underwriting agreements in the Form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) and that provide for the sale of the number of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I to the Underwriting Agreement (the “Underwritten Securities”) to the several Underwriters (the “Underwriters”) named in the Underwriting Agreement, for whom the Underwriters named therein shall act as representatives (the “Representatives”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I to the Underwriting Agreement to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underw

The Valspar Corporation 4.200% Notes due 2022 Underwriting Agreement
Underwriting Agreement • January 17th, 2012 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

Optional Redemption: The Notes will be redeemable at the Issuer’s option, at any time in whole or from time to time in part, prior to October 15, 2021, at a redemption price equal to (A) the greater of (i) 100% of the principal amount of such Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such Notes discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 0.30% (30 basis points), plus (B) accrued and unpaid interest to (but excluding) the redemption date. At any time on or after October 15, 2021, the Notes will be redeemable, at any time in whole or from time to time in part, at the Issuer’s option at par plus accrued and unpaid interest thereon to but excluding the redemption date.

ARBORGEN INC. [•] Shares Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • April 26th, 2011 • ArborGen Inc. • Forestry • New York

ArborGen Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [•] shares of common stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms used in this Underwriting

Snap-on Incorporated $250,000,000 4.250% Notes due 2018 Underwriting Agreement
Underwriting Agreement • December 14th, 2010 • SNAP-ON Inc • Cutlery, handtools & general hardware • New York

Snap-on Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of January 8, 2007, between the Company and U.S. Bank National Association, a national banking corporation, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorpor

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