Common Contracts

10 similar Base Call Option Transaction contracts by Amag Pharmaceuticals Inc., Ironwood Pharmaceuticals Inc, Kbr, Inc., others

From: Citibank, N.A.
Base Call Option Transaction • February 12th, 2019 • Tabula Rasa HealthCare, Inc. • Services-business services, nec

To: Tabula Rasa HealthCare, Inc. 228 Strawbridge Drive, Suite 100 Moorestown, NJ 08057 Attention: Chief Financial Officer Telephone No.: Facsimile No.: (856) 273-0254 (with such fax to be confirmed by telephone to (888) 974-2763, extension: )

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From: BNP Paribas
Base Call Option Transaction • November 16th, 2018 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between BNP Paribas (“Dealer”) and KBR, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

From: Citibank, N.A.
Base Call Option Transaction • November 16th, 2018 • Kbr, Inc. • Heavy construction other than bldg const - contractors • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Citibank, N.A. (“Dealer”) and KBR, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

Dealer Name and Address: Date: October 2, 2018
Base Call Option Transaction • October 5th, 2018 • Boingo Wireless Inc • Communications services, nec

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between (“Dealer)”), through its agent (the “Agent”), and Boingo Wireless, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto. The time of the Transaction is available upon request. Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”). Obligations of Dealer hereunder are not protected by SIPC or any other organization or authority.

JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England
Base Call Option Transaction • August 7th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Ironwood Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629
Base Call Option Transaction • August 7th, 2015 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse Capital LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”) as its agent, and Ironwood Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036
Base Call Option Transaction • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated November 6, 2013, as supplemented by the Prospectus Supplement dated February 11, 2014 (as so supplemented, the “Prospectus”) relating to the Convertible Senior Notes due 2019 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 175,000,000 (as increased by up to an aggregate principal amount of USD 25,000,000 if and to the extent that the Underwriters (as defined herein) exercises

RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281 Telephone: (212) 858-7000
Base Call Option Transaction • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated November 6, 2013, as supplemented by the Prospectus Supplement dated February 11, 2014 (as so supplemented, the “Prospectus”) relating to the Convertible Senior Notes due 2019 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 175,000,000 (as increased by up to an aggregate principal amount of USD 25,000,000 if and to the extent that the Underwriters (as defined herein) exercises

JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England
Base Call Option Transaction • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations

To: AMAG Pharmaceuticals, Inc. 1100 Winter Street Waltham, Massachusetts 02451 Attention: Mr. Frank E. Thomas: Executive Vice President, Chief Operating Officer Telephone No.: (617) 498-3377 Facsimile No.: (617) 588-0475

To: Hawaiian Holdings, Inc.
Base Call Option Transaction • March 22nd, 2011 • Hawaiian Holdings Inc • Air transportation, scheduled • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between UBS AG, London Branch (“Dealer”) and Hawaiian Holdings, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

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