Common Contracts

54 similar Underwriting Agreement contracts by Axalta Coating Systems Ltd., CyberArk Software Ltd., EVERTEC, Inc., others

FIDELIS INSURANCE HOLDINGS LIMITED [ ● ] Common Shares Underwriting Agreement
Underwriting Agreement • June 20th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York

Fidelis Insurance Holdings Limited, an exempted company organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ● ] common shares, par value $0.01 per share, of the Company, and certain shareholders of the Company listed in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [ ● ] common shares of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [ ● ] common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

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Underwriting Agreement July [•], 2021 Goldman Sachs Bank Europe SE Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Goldman Sachs Bank Europe SE Marienturm, Taunusanlage 9-10, D-60329 Frankfurt am...
Underwriting Agreement • July 21st, 2021 • Teads S.A. • Services-advertising • New York

The shareholders named in Schedule 2 hereto (each a “Selling Shareholder” and collectively the “Selling Shareholders”) propose, severally and not jointly, to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] Class A common shares, par value €0.01 per share (the “Class A Shares”), of Teads B.V., which will be converted into a public company (naamloze vennootschap) and renamed Teads N.V. prior to the closing of the initial public offering (the “Company”) (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders, as and to the extent indicated in Schedule 2 hereto, propose to sell at the option of the Underwriters, up to an additional [•] Class A Shares (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Class A common shares, par value €0.01 per share, of the Company to be

GRID DYNAMICS HOLDINGS, INC. Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • July 2nd, 2021 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • New York

Grid Dynamics Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 6,100,262 shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,470,039 shares of Common Stock of the Company, and certain of the Selling Stockholders identified in Schedule 2 hereto propose to sell, at the option of the Underwriters, up to an additional 45,000 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwr

D-MARKET Elektronik Hizmetler ve Ticaret Anonim Şirketi [●] Class B Shares and an option to purchase up to [●] additional Class B Shares to cover over- allotments each Class B Share represented by one American Depositary Share Underwriting Agreement
Underwriting Agreement • June 17th, 2021 • D-Market Electronic Services & Trading • Retail-catalog & mail-order houses • New York

D-MARKET Elektronik Hizmetler ve Ticaret Anonim Şirketi, a Turkish corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] class B ordinary shares of the Company, with par value of TRY 0.20 per class B ordinary share (“Class B Shares”) in the form of [●] American Depositary Shares (“ADSs”), and the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) propose to sell to the several Underwriters an aggregate of [●] Class B Shares in the form of ADSs (collectively, the “Underwritten Securities”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional [●] Class B Shares (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The shares of the Company to be outstanding after gi

SOTERA HEALTH COMPANY [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • March 15th, 2021 • Sotera Health Co • Services-misc health & allied services, nec • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Sotera Health Company, a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representatives”), an aggregate of [•] shares (the “Underwritten Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company and, at the option of the Underwriters, up to an additional [•] shares (the “Option Shares”) of Common Stock of the Company. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

FLAGSTAR BANCORP, INC. 9,112,705 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2020 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York

MP Thrift Investments L.P. (the “Selling Stockholder”), a stockholder of Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”; in the event that there are no other Underwriters, all plural references to Underwriters shall be deemed to be singular), for whom you are acting as representative (the “Representative”), an aggregate of 9,112,705 shares of common stock, par value $0.01 per share, of the Company (the “Shares”). The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”

PPD, INC. [ • ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 14th, 2020 • PPD, Inc. • Services-commercial physical & biological research • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of PPD, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ • ] shares of Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ • ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

Phreesia, Inc. [ ● ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • December 10th, 2019 • Phreesia, Inc. • Services-business services, nec • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Phreesia, Inc., a Delaware corporation (the “Company”) propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ● ] shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ● ] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

Phreesia, Inc. [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • July 15th, 2019 • Phreesia, Inc. • Services-business services, nec • New York

Phreesia, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”). In addition, certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, at the option of the Underwriters, up to an additional [•] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

BRIGHTHOUSE FINANCIAL, INC. [23,155,117] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • June 12th, 2018 • Brighthouse Financial, Inc. • Life insurance • New York

The stockholders named in Schedule 2 hereto (collectively, the “Selling Stockholders”) of Brighthouse Financial, Inc., a Delaware corporation (the “Company”), propose to sell to Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), an aggregate of [23,155,117] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Stock”). On the date hereof and prior to the execution of this Agreement, the Selling Stockholders entered into an exchange agreement (the “Exchange Agreement”) with MetLife, Inc., a Delaware corporation (“MetLife”). Pursuant to the Exchange Agreement, and prior to the execution of this Agreement, MetLife transferred to the Selling Stockholders the Shares in exchange for certain indebtedness of MetLife held by the Selling Stockholders (the “Exchange”).

UNDERWRITING AGREEMENT TELADOC, INC. 4,284,000 shares of common stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • December 5th, 2017 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
UNDERWRITING AGREEMENT Tronox Limited 19,500,000 Class A Ordinary Shares Underwriting Agreement
Underwriting Agreement • October 6th, 2017 • Exxaro Resources LTD • Industrial inorganic chemicals • New York

Exxaro Resources Limited (the “Selling Shareholder”), a shareholder of Tronox Limited, an Australian corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 19,500,000 Class B Ordinary Shares of the Company which convert automatically to Class A Ordinary Shares upon the transfer to a person who is not an affiliate of the Selling Shareholder (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,925,000 Class B Ordinary Shares of the Company which convert automatically to Class A Ordinary Shares upon the transfer to a person who is not an affiliate of the Selling Shareholder (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Class A Ordinary Shares of the Company to be outstanding after giving effect to the sale of the Shares, together with t

Underwriting Agreement
Underwriting Agreement • June 12th, 2017 • Altice USA, Inc. • Cable & other pay television services • New York

Altice USA, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of Class A common stock, par value $0.01 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (each a “Selling Stockholder” and together, the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [·] shares of Class A common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders, as and to the extent indicated in Schedule 2 hereto, propose to sell at the option of the Underwriters, up to an additional [·] shares of Class A common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock of the Comp

Underwriting Agreement
Underwriting Agreement • March 24th, 2017 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York

Certain stockholders of e.l.f. Beauty, Inc., a Delaware corporation (the “Company”) named in Schedule 2 hereto (the “Selling Stockholders”, which includes the Selling Stockholders identified on Schedule 2 hereto as Specified Selling Stockholders (each a “Specified Selling Stockholder”)), propose to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) (the “Underwritten Shares”). In addition, the Selling Stockholders, as and to the extent indicated in Schedule 2 hereto, propose to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the s

The Michaels Companies, Inc. 18,000,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • January 26th, 2017 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of The Michaels Companies, Inc., a Delaware corporation (the “Company”), propose to sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of 18,000,000 shares of common stock, par value $0.067751 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. In the event only one underwriter is listed in Schedule 1 hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule 1.

PATHEON N.V. [●] Ordinary Shares Underwriting Agreement
Underwriting Agreement • July 11th, 2016 • Patheon N.V. • Pharmaceutical preparations • New York
FERRARI N.V. 17,175,000 Common Shares Underwriting Agreement
Underwriting Agreement • October 19th, 2015 • New Business Netherlands N.V. • Motor vehicles & passenger car bodies • New York

Fiat Chrysler Automobiles N.V. (the “Selling Shareholder”) proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 17,750,000 common shares, par value €0.01 per share (the “Underwritten Shares”), of Ferrari N.V., a public company with limited liability incorporated under the laws of the Netherlands (the “Company”). In addition, the Selling Shareholder proposes to sell, at the option of the Underwriters, up to an additional 1,717,150 common shares, par value €0.01 of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company outstanding on the date hereof are referred to herein as the “Common Shares”.

FERRARI N.V. [•] Common Shares Underwriting Agreement
Underwriting Agreement • October 9th, 2015 • New Business Netherlands N.V. • Motor vehicles & passenger car bodies • New York

Fiat Chrysler Automobiles N.V. (the “Selling Shareholder”) proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] common shares, par value €0.01 per share (the “Underwritten Shares”), of Ferrari N.V., a public company with limited liability incorporated under the laws of the Netherlands (the “Company”). In addition, the Selling Shareholder proposes to sell, at the option of the Underwriters, up to an additional [•] common shares, par value €0.01 of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company outstanding on the date hereof are referred to herein as the “Common Shares”.

AXALTA COATING SYSTEMS LTD. 30,000,000 Common Shares, $1.00 par value Underwriting Agreement
Underwriting Agreement • August 17th, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York

The selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), each a member of Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 30,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of 4,500,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

AXALTA COATING SYSTEMS LTD. 30,000,000 Common Shares, $1.00 par value Underwriting Agreement
Underwriting Agreement • August 10th, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York

The selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), each a member of Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 30,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of 4,500,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

CYBERARK SOFTWARE LTD. [ ] Ordinary Shares Underwriting Agreement
Underwriting Agreement • June 8th, 2015 • CyberArk Software Ltd. • Services-prepackaged software • New York

CyberArk Software Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Barclays Capital Inc. are acting as representatives (the “Representatives”), an aggregate of [ ] ordinary shares, par value NIS 0.01 per share of the Company (the “Ordinary Shares”),

AXALTA COATING SYSTEMS LTD. 40,000,000 Common Shares, $1.00 par value Underwriting Agreement
Underwriting Agreement • April 6th, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York

The selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), each a member of Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 40,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of 6,000,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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AXALTA COATING SYSTEMS LTD. 35,000,000 Common Shares, $1.00 par value Underwriting Agreement
Underwriting Agreement • March 24th, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York

The selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), each a member of Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 35,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of 5,250,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

AXALTA COATING SYSTEMS LTD. 35,000,000 Common Shares, $1.00 par value Underwriting Agreement
Underwriting Agreement • March 23rd, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York

The selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), each a member of Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 35,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of 5,250,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

CYBERARK SOFTWARE LTD. [—] Ordinary Shares Underwriting Agreement
Underwriting Agreement • March 9th, 2015 • CyberArk Software Ltd. • Services-prepackaged software • New York

Certain shareholders named in Schedule 2 hereto (the “Selling Shareholders”) of CyberArk Software Ltd., a company organized under the laws of the State of Israel (the “Company”), propose to sell, severally and not jointly, to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives (the “Representatives”), an aggregate of [—] ordinary

Shares of Common Stock Underwriting Agreement
Underwriting Agreement • July 7th, 2014 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • New York

The stockholders of Fox Factory Holding Corp., a Delaware corporation (the “Company”) listed on Schedule 2 hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Robert W. Baird & Co. Incorporated (“Baird”) are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company after the sale of the Shares are referred to herein as the “Stock”.

King Digital Entertainment plc [•] Ordinary Shares Underwriting Agreement
Underwriting Agreement • March 25th, 2014 • King Digital Entertainment PLC • Services-prepackaged software • New York

King Digital Entertainment plc, a company organized under the laws of the Republic of Ireland (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] Ordinary Shares, nominal value $0.00008 per share, of the Company (“Ordinary Shares”), and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders” and each shareholder other than Bellaria Holding S.à r.l and Rexavest S.á r.l., the “Management Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [•] Ordinary Shares (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [•] Ordinary Shares, and the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [•] Ordinary Shares (collectively, the “Op

GOLDMAN, SACHS & CO. EVERTEC, INC. [ ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • December 3rd, 2013 • EVERTEC, Inc. • Services-computer processing & data preparation • New York

Certain Stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of EVERTEC, Inc., a Puerto Rico corporation (the “Company”), propose to sell to you (the “Underwriters”), an aggregate of [ ] shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

GOLDMAN, SACHS & CO. EVERTEC, INC. [ ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 9th, 2013 • EVERTEC, Inc. • Services-computer processing & data preparation • New York

Certain Stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of EVERTEC, Inc., a Puerto Rico corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company and at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

THIRD POINT REINSURANCE LTD. [•] Common Shares UNDERWRITING AGREEMENT
Underwriting Agreement • August 5th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
GENERAC HOLDINGS INC. 6,500,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • June 18th, 2013 • Generac Holdings Inc. • Motors & generators • New York

Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders”) of Generac Holdings Inc., a Delaware corporation (the “Company”), propose to sell to Morgan Stanley & Co. LLC (the “Underwriter”), an aggregate of 6,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 975,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

UNDERWRITING AGREEMENT UBIQUITI NETWORKS, INC. 7,700,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • June 3rd, 2013 • Ubiquiti Networks, Inc. • Radio & tv broadcasting & communications equipment • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Ubiquiti Networks, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,700,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,155,000 shares of Common Stock (the “Option Shares”). The aggregate of the Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

CUBIC CORPORATION [ • ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • May 8th, 2013 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York

Certain stockholders named in Schedule 2 hereto (the "Selling Stockholders") of Cubic Corporation, a Delaware corporation (the "Company"), propose to sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of [ • ] shares of Common Stock, no par value, of the Company (the "Underwritten Shares") and, at the option of the Underwriters, up to an additional [ • ] shares of Common Stock of the Company (the "Option Shares"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the "Stock".

VANTIV, INC. [*] Shares of Class A Common Stock Underwriting Agreement
Underwriting Agreement • December 6th, 2012 • Vantiv, Inc. • Services-business services, nec • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Vantiv, Inc., a Delaware corporation (the “Company”), propose to sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of [*] shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [*] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock to be outstanding after giving effect to the sale of the Shares, together with the shares of Class B Common Stock, no par value per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock”.

Vocera Communications, Inc. [ ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 4th, 2012 • Vocera Communications, Inc. • Communications equipment, nec • New York

Vocera Communications, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Common Stock, par value $0.0003 per share, of the Company, and certain stockholders of the Company named in Schedule 2 and Schedule 3 hereto (collectively, the “Selling Stockholders”) propose to sell, severally and not jointly, to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company, and the Selling Stockholders propose to sell, severally and not jointly, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Sh

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