Common Contracts
18 similar Underwriting Agreement contracts by Cafepress Inc., Advent Software Inc /De/, Albemarle Corp, others
ALBEMARLE CORPORATION 40,000,000 Depositary Shares Each representing a 1/20th Interest in a Share of 7.25% Series A Mandatory Convertible Preferred Stock, without par value (initial liquidation preference of $1,000 per share) Underwriting AgreementUnderwriting Agreement • March 8th, 2024 • Albemarle Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
The Shares will be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of March 8, 2024, among the Company, Equiniti Trust Company, LLC, as depositary (the “Depositary”), and holders from time to time of the Shares. Each Share will initially represent the right to receive a 1/20th interest in a share of the Preferred Stock pursuant to the Deposit Agreement. The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares and will be issued by the Depositary under the Deposit Agreement.
CLEVELAND-CLIFFS INC. 60,000,000 Common Shares Underwriting AgreementUnderwriting Agreement • February 11th, 2021 • Cleveland-Cliffs Inc. • Metal mining • New York
Cleveland-Cliffs Inc., an Ohio 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 20,000,000 common shares, par value $0.125 per share, of the Company, and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of 40,000,000 common shares 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 9,000,000 common shares 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 to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent there are no additional Underwriters
VERITONE, INC. 3,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 8th, 2020 • Veritone, Inc. • Services-computer processing & data preparation • New York
Veritone, 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 3,000,000 shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) and, at the option of the Underwriters, up to an additional 450,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as 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”. To the extent there are no additional representatives besides Stifel, Nicolaus & Company, Incorporated (“Stifel”), the term “Representatives” as used herein shall mean Stifel.
CERIDIAN HCM HOLDING INC. 11,000,000 Shares of Common Stock Form of Underwriting AgreementUnderwriting Agreement • March 15th, 2019 • Ceridian HCM Holding Inc. • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Ceridian HCM Holding 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 11,000,000 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,650,000 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”.
InflaRx N.V. [3,000,000] Common Shares Underwriting AgreementUnderwriting Agreement • May 2nd, 2018 • InflaRx N.V. • Pharmaceutical preparations • New York
InflaRx N.V., a public limited liability company (naamloze vennootschap) under Dutch law, (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 [1,500,000] common shares with a nominal value of €0.12 per share in the capital of the Company (the “Common Shares”) and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [1,500,000] Common Shares 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 [350,000] Common Shares of the Company and the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [100,000] Common Shares of the Company (collectively, the “Option Shares”). The Underwritten Share
The Michaels Companies, Inc. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 20th, 2015 • 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 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 $0.06775 per share, of the Company (“Common Stock”) (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 (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as 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”.
Globoforce Group plc [ ] Ordinary Shares Underwriting AgreementUnderwriting Agreement • March 3rd, 2014 • Globoforce Group PLC • Services-computer processing & data preparation • New York
Globoforce Group plc, a public limited company incorporated under the laws 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 $0.01 per share, of the Company, and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose, severally and not jointly, to sell to the several Underwriters an aggregate of [ ] ordinary shares 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 [ ]
SURGICAL CARE AFFILIATES, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 16th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • New York
Surgical Care Affiliates, Inc., a Delaware corporation (“Surgical Care Affiliates”), 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 (as defined below), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [•] shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, certain of the Selling Stockholders, as 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”) in the individual amounts indicated in Schedule 2 hereto under the column titled “Number of Option Shares”. The Underwritten Shares and the Option Shares are herein referred
ADVENT SOFTWARE, INC. 7,261,844 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 8th, 2013 • Advent Software Inc /De/ • Services-computer programming services • New York
In connection with the offering of the Shares by the Selling Stockholders, the Company has entered into an agreement with the Underwriters, dated as of August 7, 2013 (the “Repurchase Agreement”), pursuant to which each Underwriter has agreed, severally and not jointly, to sell to the Company, and the Company has agreed to purchase from the respective Underwriter, the number of Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (together, the “Repurchased Shares”) at a purchase price per share equal to the price per share at which the Underwriters will purchase the Shares from the Selling Stockholders pursuant to Section 2 of this Agreement. The Company’s purchase of the Repurchased Shares will be consummated on the Closing Date and is conditioned upon the closing of the offering of the Shares pursuant to the terms of this Agreement and is subject to the terms and conditions in the Repurchase Agreement.
QUALYS, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 12th, 2012 • Qualys, Inc. • Services-prepackaged software • New York
Qualys, 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 $0.001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (collectively, the “Selling Stockholders”) propose to sell 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 (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”.
STANDARD PACIFIC CORP. 12,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 6th, 2012 • Standard Pacific Corp /De/ • Operative builders • New York
Standard Pacific Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 12,500,000 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 1,875,000 shares of common stock of the Company solely to cover over-allotments (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.”
MORGAN STANLEY & CO. LLC NIELSEN HOLDINGS N.V. 30,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 26th, 2012 • Nielsen Holdings N.V. • Services-business services, nec • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Nielsen Holdings N.V., a Dutch public company with limited liability (naamloze vennootschap) (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 shares of common stock, par value EUR 0.07 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 4,500,000 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.”
FORUM ENERGY TECHNOLOGIES, INC. [ ] Shares of Common Stock Form of Underwriting AgreementUnderwriting Agreement • March 14th, 2012 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • New York
Forum Energy Technologies, 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 (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 [ ] 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, 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 th
CafePress Inc. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 6th, 2012 • Cafepress Inc. • Retail-miscellaneous retail • New York
CafePress.com, 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 $0.0001 per share, 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 [ ] 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, 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
CafePress Inc. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 24th, 2011 • Cafepress Inc. • Retail-miscellaneous retail • New York
CafePress.com, 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 $0.0001 per share, 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 [ ] 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, 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
UMH PROPERTIES, INC. 1,200,000 Shares of 8.25% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) Underwriting AgreementUnderwriting Agreement • May 26th, 2011 • Umh Properties, Inc. • Real estate investment trusts • New York
REALD INC. [·] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 13th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • New York
RealD 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 $0.0001 per share, 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 [·] 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, at the option of the Underwriters, up to an additional [·] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares, the Option Shares and the Directed Shares (as defined below) are herein referred to as th
3,500,000 Shares OVERSEAS SHIPHOLDING GROUP, INC. Common Stock, Par Value $1.00 Per Share Underwriting AgreementUnderwriting Agreement • March 8th, 2010 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • New York
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
