Common Contracts

28 similar Underwriting Agreement contracts by BrightSpring Health Services, Inc., GrubHub Inc., Proteostasis Therapeutics, Inc., others

BrightSpring Health Services, Inc. 53,333,334 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • January 30th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York

BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as Representative, 53,333,334 shares of 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 8,000,000 additional shares of Common Stock to cover overallotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein are defined in Section 24 hereof.

AutoNDA by SimpleDocs
BrightSpring Health Services, Inc. [ • ] Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • New York

BrightSpring Health Services, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as Representative, [ • ] shares of 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 to cover overallotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein are defined in Section 24 hereof.

SELLAS Life Sciences Group, Inc. 6,845,000 Shares Common Stock ($0.0001 par value per share) and Pre-Funded Warrants to Purchase up to 4,675,000 Shares of Common Stock and Warrants to Purchase up to 11,520,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • July 18th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York

SELLAS Life Sciences Group, Inc., a corporation organized under the laws of Delaware (including any predecessor entities, 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, (i) an aggregate of 6,845,000 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Shares”), (ii) pre-funded warrants to purchase up to an aggregate of 4,675,000 shares of Common Stock (the “Pre-Funded Warrants”) at an exercise price of $0.0001 per share and (iii) warrants of the Company to purchase up to an aggregate of

SELLAS Life Sciences Group, Inc. Shares Common Stock ($0.0001 par value per share) and Pre-Funded Warrants to Purchase Shares of Common Stock and Warrants to Purchase Shares of Common Stock Underwriting Agreement
Underwriting Agreement • July 11th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York

SELLAS Life Sciences Group, Inc., a corporation organized under the laws of Delaware (including any predecessor entities, 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, (i) an aggregate of shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Shares”), (ii) pre-funded warrants to purchase up to an aggregate of shares of Common Stock (the “Pre-Funded Warrants”) at an exercise price of $0.01 per share and (iii) warrants of the Company to purchase an aggregate

Centene Corporation 24,185,000 Shares Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • May 4th, 2018 • Centene Corp • Hospital & medical service plans • New York

Centene Corporation, a Delaware corporation (the “Company”), proposes to issue and sell the number of shares of common stock, $0.001 par value (“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”) to the several underwriters named on Schedule II hereto (the “Underwriters”), for which Barclays Capital Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC and Evercore Group L.L.C. are acting 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 hereto (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriter

Form of Underwriting Agreement] Keane Group, Inc. [ ] Shares Common Stock ($0.01 par value)
Underwriting Agreement • January 11th, 2018 • Keane Group, Inc. • Oil & gas field services, nec • New York

Keane Investor Holdings LLC, a limited liability company organized under the laws of Delaware (the “Selling Shareholder”) and stockholder of Keane Group, 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 (such shares to be sold by the Selling Shareholder collectively being hereinafter called the “Underwritten Securities”). The Selling Shareholder 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”). Certain terms used herein are defined in Section 20 hereof.

The Trade Desk, Inc. [ ] Shares Class A Common Stock ($0.000001 par value) Form of Underwriting Agreement
Underwriting Agreement • September 6th, 2016 • Trade Desk, Inc. • Services-computer programming, data processing, etc. • New York

The Trade Desk, 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, $0.000001 par value (“Common Stock”) of the Company propose to sell to the several Underwriters [ ] shares of Common Stock (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company and the persons named in Schedule II hereto (the “Selling Stockholders”) also propose to grant to the Underwriters an option to purchase up to [ ] and [ ], respectively, additional shares of Common Stock to cover over-allotments, if any (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

Proteostasis Therapeutics, Inc. [●] Shares Common Stock (par value $0.001 per share) Underwriting Agreement
Underwriting Agreement • August 31st, 2016 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York

Proteostasis Therapeutics, Inc., a corporation organized under the laws of the State 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, [●] shares of its common stock, par value $0.001 per share (“Common Stock”) (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 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. Certain

Eclipse Resources Corporation 37,500,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • July 5th, 2016 • Eclipse Resources Corp • Crude petroleum & natural gas • New York

Eclipse Resources Corporation, 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, 37,500,000 shares (the “Firm Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,625,000 additional shares of Common Stock on the terms set forth in Section 2 (the “Option Securities”; the Option Securities, together with the Firm 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. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 21 hereof.

Proteostasis Therapeutics, Inc. [•] Shares Common Stock (par value $0.001 per share) Underwriting Agreement
Underwriting Agreement • February 10th, 2016 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York

Proteostasis Therapeutics, Inc., a corporation organized under the laws of the State 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, [•] shares of its common stock, par value $0.001 per share (“Common Stock”) (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 additional shares of Common Stock to cover over-allotments, if any (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 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

First Data Corporation 160,000,000 Shares Class A Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • October 1st, 2015 • First Data Corp • Services-business services, nec • New York

First Data Corporation, 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, 160,000,000 shares of Class A common stock, $0.01 par value (“Class A 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 24,000,000 additional shares of Class A Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 22 hereof.

Advanced Accelerator Applications S.A. [•] Ordinary Shares (nominal value €0.10 per share) Represented by [•] American Depositary Shares Underwriting Agreement
Underwriting Agreement • January 20th, 2015 • Advanced Accelerator Applications S.A. • Pharmaceutical preparations • New York

Citigroup Global Markets Inc. Jefferies LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

GrubHub Inc. Shares Common Stock ($0.0001 par value) Form of Underwriting Agreement
Underwriting Agreement • March 24th, 2014 • GrubHub Inc. • Services-business services, nec • New York

GrubHub Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as the representatives (the “Representatives”), [—] shares of common stock, $0.0001 par value per share (“Common Stock”), of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters [—] shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company [and the Selling Stockholders] named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to [—] and [—], respectively, additional shares of Common Stock to cover over-allotments,

GrubHub Inc. Shares Common Stock ($0.0001 par value) Form of Underwriting Agreement
Underwriting Agreement • March 20th, 2014 • GrubHub Inc. • Services-business services, nec • New York

GrubHub Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as the representatives (the “Representatives”), [—] shares of common stock, $0.0001 par value per share (“Common Stock”), of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters [—] shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company [and the Selling Stockholders] named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to [—] and [—], respectively, additional shares of Common Stock to cover over-allotments,

CONTINENTAL BUILDING PRODUCTS, INC. [13,236,000] Shares Common Stock ($0.001 par value) Form of Underwriting Agreement
Underwriting Agreement • January 31st, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York

Continental Building Products, 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, [11,765,000] shares of common stock, $0.001 par value (“Common Stock”) of the Company and LSF8 Gypsum Holdings, L.P., a Delaware limited partnership (the “Selling Stockholder”), proposes to sell to the several Underwriters [1,471,000] shares of Common Stock (said shares to be issued and sold by the Company and said shares to be sold by the Selling Stockholder collectively being hereinafter called the “Underwritten Securities”). The Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to [1,985,400] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Secur

THE NEW HOME COMPANY INC. Shares1 Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • January 24th, 2014 • New Home Co LLC • Operative builders • New York

The New Home Company Inc., a corporation organized under the laws of Delaware (the “Company,” which term shall be deemed to include The New Home Company LLC, a Delaware limited liability company and predecessor of The New Home Company Inc. (the “Predecessor”)), 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 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 to cover over-allotments, if any (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 Representative

Acceleron Pharma Inc. [ ] Shares (1) Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • September 6th, 2013 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York

Citigroup Global Markets Inc. Leerink Swann LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

Class A Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • July 8th, 2013 • UCP, Inc. • Operative builders • New York

UCP, 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, par value $0.01 per share (“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 to cover over-allotments, if any (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. Ce

KaloBios Pharmaceuticals, Inc. [ ] Shares Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • January 15th, 2013 • Kalobios Pharmaceuticals Inc • Pharmaceutical preparations • New York

KaloBios Pharmaceuticals, 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 “Representative”) are acting as representative, [ ] 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 to cover over-allotments, if any (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 Representative as used herein shall mean you, as Underwriters, and the terms Representative and Underwriters shall mean either the singular or plural as the context requ

TESARO, Inc. 6,000,000 Shares Common Stock ($0.0001 par value) Underwriting Agreement
Underwriting Agreement • July 3rd, 2012 • TESARO, Inc. • Pharmaceutical preparations • New York

TESARO, 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, 6,000,000 shares of common stock, $0.0001 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 900,000 additional shares of Common Stock to cover over-allotments, if any (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 require

AutoNDA by SimpleDocs
TESARO, Inc. [ ] Shares Common Stock ($0.0001 par value) Underwriting Agreement
Underwriting Agreement • June 27th, 2012 • TESARO, Inc. • Pharmaceutical preparations • New York

TESARO, 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, $0.0001 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 to cover over-allotments, if any (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

Taleo Corporation Class A Common Stock ($0.00001 par value) Underwriting Agreement
Underwriting Agreement • November 12th, 2009 • Taleo Corp • Services-prepackaged software • New York

Taleo Corporation, 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, 6,500,000 shares of the Class A Common Stock, $0.00001 par value (the “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 975,000 additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). 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 masculine wherever appropriate.

On2 Technologies, Inc. 13,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • October 23rd, 2007 • On2 Technologies, Inc. • Services-prepackaged software • New York

On2 Technologies, Inc., a corporation organized under the laws of the State 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, 13,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Shares”). The Company also proposes to grant to the Underwriters an option (the “Over-Allotment Option”) to purchase up to 1,950,000 additional shares of Common Stock (as may be adjusted to give effect to any stock split, reverse stock split or recapitalization effected by the Company prior to the exercise of such option) to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, being hereinafter called the “Securities”) on the terms set forth in Section 3. To the extent there are no additional Underwriters li

Medis Technologies Ltd. 1,500,000 Shares Common Stock ($.01 par value) Underwriting Agreement
Underwriting Agreement • November 16th, 2006 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York

Medis Technologies Ltd., a corporation organized under the laws of Delaware (the “Company”), pursuant to the Share Lending Agreement (the “Share Lending Agreement”), dated as of the date hereof, between the Company and Citigroup Global Markets Limited (“CGML”), acting through Citigroup Global Markets Inc., as agent (in such capacity, the “Agent”), an affiliate of the underwriter named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (in such capacity, the “Representatives”), proposes to issue and sell to CGML as a share loan pursuant to and upon the terms set forth in the Share Lending Agreement 1,500,000 shares of Common Stock, $.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company 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 Representa

Ikanos Communications, Inc. Sharesa/ Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • September 1st, 2005 • Ikanos Communications • Telephone & telegraph apparatus • New York

Citigroup Global Markets Inc. Lehman Brothers Inc. Deutsche Bank Securities Inc. Thomas Weisel Partners LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 and c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019

PayPal, Inc. Sharesa/ Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • January 31st, 2002 • Paypal Inc • Telegraph & other message communications • New York

Salomon Smith Barney Inc. Bear, Stearns & Co. Inc. William Blair & Company, L.L.C. SunTrust Capital Markets, Inc. Friedman Billings Ramsey & Co., Inc. As Representatives of the several Underwriters, c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!