Common Contracts

22 similar Underwriting Agreement contracts by Interstate Power & Light Co, AGNC Investment Corp., Apache Corp, others

LIBERTY MEDIA CORPORATION (a Delaware corporation) 10,650,000 Shares of Series C Liberty Formula One Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 21st, 2024 • Liberty Media Corp • Television broadcasting stations • New York
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INTERSTATE POWER AND LIGHT COMPANY (an Iowa corporation) 3.100% SENIOR DEBENTURES DUE 2051 UNDERWRITING AGREEMENT Dated: November 16, 2021
Underwriting Agreement • November 19th, 2021 • Interstate Power & Light Co • Electric & other services combined • New York

Interstate Power and Light Company, an Iowa corporation (the “Company”), confirms its agreement with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc., and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth on Schedule A of $300,000,000 aggregate principal amount of the Company’s 3.100% Senior Debentures due 2051 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of August 20, 2003

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (a New Jersey corporation) $550,000,000 0.800% Senior Notes due 2025 $550,000,000 1.600% Senior Notes due 2030 UNDERWRITING AGREEMENT
Underwriting Agreement • August 14th, 2020 • Public Service Enterprise Group Inc • Electric & other services combined • New York
APACHE CORPORATION $500,000,000 4.625% Notes due 2025 $750,000,000 4.875% Notes due 2027 UNDERWRITING AGREEMENT
Underwriting Agreement • August 6th, 2020 • Apache Corp • Crude petroleum & natural gas • New York

Apache Corporation, a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom J.P. Morgan Securities LLC is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $500,000,000 aggregate principal amount of the Company’s 4.625% Notes due 2025 (the “2025 Notes”) and $750,000,000 aggregate principal amount of the Company’s 4.875% Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Securities”) as set forth in Schedule A hereto. The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been e

INTERSTATE POWER AND LIGHT COMPANY (an Iowa corporation)
Underwriting Agreement • June 2nd, 2020 • Interstate Power & Light Co • Electric & other services combined • New York

Page SECTION 1. Representations and Warranties 2 (a) Representations and Warranties by the Company 2 (i) Registration Statement, Prospectus and Disclosure at Time of Sale 2 (ii) Company is a Well-Known Seasoned Issuer 4 (iii) Incorporated Documents 5 (iv) Independent Registered Public Accounting Firm 5 (v) Financial Statements 5 (vi) No Material Adverse Change in Business 6 (vii) Good Standing of the Company 6 (viii) No Significant Subsidiaries 6 (ix) Capitalization 6 (x) Authorization of Agreement 7 (xi) Authorization of the Base Indenture 7 (xii) Authorization of the Securities 7 (xiii) Description of the Securities and the Indenture 7 (xiv) Absence of Defaults and Conflicts 7 (xv) Absence of Labor Disputes 8 (xvi) Absence of Proceedings 8 (xvii) Accuracy of Exhibits 9 (xviii) Absence of Further Requirements 9 (xix) Possession of Licenses and Permits 9 (xx) Title to Property 10 (xxi) Investment Company Act 10 i

KLA Corporation (a Delaware corporation) $750,000,000 3.300% Senior Notes due 2050 UNDERWRITING AGREEMENT
Underwriting Agreement • February 24th, 2020 • Kla Corp • Optical instruments & lenses • New York
INTERSTATE POWER AND LIGHT COMPANY (an Iowa corporation)
Underwriting Agreement • September 26th, 2019 • Interstate Power & Light Co • Electric & other services combined • New York

Page SECTION 1. Representations and Warranties 2 (a) Representations and Warranties by the Company 2 (i) Registration Statement, Prospectus and Disclosure at Time of Sale 3 (ii) Company is a Well-Known Seasoned Issuer 5 (iii) Incorporated Documents 5 (iv) Independent Accountants 6 (v) Financial Statements 6 (vi) No Material Adverse Change in Business 6 (vii) Good Standing of the Company 7 (viii) No Significant Subsidiaries 7 (ix) Capitalization 7 (x) Authorization of Agreement 7 (xi) Authorization of the Base Indenture 8 (xii) Authorization of the Securities 8 (xiii) Description of the Securities and the Indenture 8 (xiv) Absence of Defaults and Conflicts 8 (xv) Absence of Labor Disputes 9 (xvi) Absence of Proceedings 9 (xvii) Accuracy of Exhibits 10 (xviii) Absence of Further Requirements 10 (xix) Possession of Licenses and Permits 10 (xx) Title to Property 11 (xxi) Investment Company Act 11 i

SPRINGLEAF HOLDINGS, INC. (a Delaware corporation) 27,864,525 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 4th, 2015 • Springleaf Holdings, Inc. • Personal credit institutions • New York

Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), confirm their respective agreements with Citigroup Global Markets Inc. (“Citigroup”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholder to the Underwriters, acting severally and not jointly, of the option described

QUIDEL CORPORATION (a Delaware corporation) Convertible Senior Notes due 2020 UNDERWRITING AGREEMENT Dated: December 2, 2014
Underwriting Agreement • December 8th, 2014 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • New York

QUIDEL CORPORATION, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and J.P. Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $150,000,000 aggregate principal amount of the Company’s Convertible Senior Notes due 2020 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $22,500,000 aggregate principal amo

UNDERWRITING AGREEMENT1
Underwriting Agreement • September 16th, 2014 • ProQR Therapeutics B.V. • Pharmaceutical preparations • New York
WPX ENERGY, INC. 5.25% Senior Notes due 2024 UNDERWRITING AGREEMENT
Underwriting Agreement • September 8th, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas • New York

WPX Energy, Inc., a Delaware corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, Citigroup Global Markets Inc. and RBS Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Exhibit A hereto of $500,000,000 aggregate principal amount of the Company’s 5.25% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”) dated as of the Closing Date (as defined below), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Tr

COLONY FINANCIAL, INC. (a Maryland corporation) 13,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 5th, 2014 • Colony Financial, Inc. • Real estate investment trusts • New York
PDL BIOPHARMA, INC. (a Delaware corporation)
Underwriting Agreement • February 12th, 2014 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • New York

PDL BioPharma, Inc., a Delaware corporation (the “Company”), confirms its agreement with RBC Capital Markets, LLC (“RBC”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom RBC and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $260,870,000 aggregate principal amount of the Company’s 4.00% Convertible Senior Notes Due 2018 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $39,130,000 aggregate principal amount of its 4.00% Convertible Senior No

HUDSON PACIFIC PROPERTIES, INC. (a Maryland corporation) 8,250,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2014 • Hudson Pacific Properties, Inc. • Real estate • New York

Agreement, dated as of June 29, 2010, by and among the Company, the undersigned and the other parties identified therein, as amended by that First Amendment to Registration Rights Agreement by and among Hudson Pacific Properties, Inc., Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P. and Farallon Capital Institutional Partners III, L.P., dated May 3, 2011 (as amended, the “Registration Rights Agreement”), to require the Company to file a registration statement (the “Farallon Demand Registration Statement”) registering up to 25% of the aggregate shares of Common Stock issued or issuable to the Farallon Holders pursuant to the Formation Transactions and the Concurrent Private Placement (the “Carveout Securities”) for resale in an underwritten offering registered pursuant to the 1933 Act, and to sell the shares of Common Stock registered pursuant to such Farallon Demand Registration Statement; or (ii) to distribute such Carveout Securities to limited partners

ENDOLOGIX, INC. (a Delaware corporation) 2.25% Convertible Senior Notes due 2018 UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2013 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

The undersigned, a stockholder and an officer and/or director of Endologix, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of $75,000,000 aggregate principal amount of the Company’s Convertible Senior Notes (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (the “Lock-up Period”), the undersigned will not, wi

AUTOZONE, INC. (a Nevada corporation) 2.875% SENIOR NOTES DUE 2023 UNDERWRITING AGREEMENT Dated: November 1, 2012
Underwriting Agreement • November 2nd, 2012 • Autozone Inc • Retail-auto & home supply stores • New York
PETROLEUM DEVELOPMENT CORPORATION 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2012 • Petroleum Development Corp • Crude petroleum & natural gas • New York

Petroleum Development Corporation, a Nevada corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA Merrill Lynch, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of a total of 6,500,000 shares (the “Initial Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwrit

NUVASIVE, INC. (a Delaware corporation) Convertible Senior Notes due 2017 UNDERWRITING AGREEMENT Dated: June 22, 2011
Underwriting Agreement • June 29th, 2011 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York

under the caption “Business—Intellectual Property”, “—Patents” and “Trademarks”, and the statements set forth in the Company’s Form S-3 Registration Statement filed on June 21, 2011 (the “Registration Statement”) under the heading “Risk Factors—Risks Related to Our Intellectual Property and Litigation—Our Ability to Protect Our Intellectual Property and Proprietary Technology Through Patents and Other Means is Uncertain” as of the date thereof contain any untrue statement of material fact or fail to state any material fact necessary to make the statements therein not misleading.

COLONY FINANCIAL, INC. (a Maryland corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 31st, 2011 • Colony Financial, Inc. • Real estate investment trusts • New York
APACHE CORPORATION 22,000,000 Depositary Shares Each Representing a 1/20th Interest in a Share of 6.00% Mandatory Convertible Preferred Stock, Series D UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2010 • Apache Corp • Crude petroleum & natural gas • New York

Apache Corporation, a Delaware corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Citigroup Global Markets Inc. (“Citigroup”), Goldman, Sachs & Co. (“Goldman Sachs”), J.P. Morgan Securities Inc. (“JP Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Citigroup, Goldman Sachs and JP Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 22,000,000 depositary shares (the “Depositary Shares”), each representing a 1/20th interest in a share of its 6.00% Mandatory Convertible Preferred Stock, Series D, of the Company (“Series D Preferred Stock”), as set forth in Schedule A hereto

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